LOAN AGREEMENT

     This  Loan  Agreement  ("Agreement")  is  entered  into  this  13th  day of
October.,  1997 ("Effective  Date"), by and between TROY D. WISEMAN,  TRUSTEE OF
THE WISEMAN FAMILY TRUST, UDT 10/31/89,  RICHARD C. PEPLIN, SR., and those other
persons who become  lenders  under this  Agreement  by adopting  this  Agreement
(individually, "Lender" and collectively,  "Lenders"), RICHARD C. PEPLIN, SR. as
the initial agent for Lenders  ("Agent") and RCP ENTERPRISES  GROUP,  L.L.C., an
Ohio limited liability company ("Borrower").

                                    RECITALS

         A.    The Wiseman  Family Trust UDT 10/.31/89 has  previously  advanced
               Forty Thousand Dollars ($40,000) ro Borrower;

         B.    Borrower has requested that Lenders  advance funds to Borrower in
               the  maximum  sum of Four  Hundred  Thousand  Dollars  ($400,000)
               secured by Borrower's accounts receivable; and

         C.    Lenders  have  agreed  to  advance  up to Four  Hundred  Thousand
               Dollars  ($400,000)  to  Borrower  on the  terms  and  conditions
               hereof.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing and other good and
valuable  consideration,  the  receipt,  sufficiency  and  adequacy of which are
hereby acknowledged and confessed, the parties do hereby agree as follows:

     1.  Definitions.  All terms used  herein  which are defined in Article 1 or
Article 9 of the Uniform  Commercial Code shall have  themeanings  given therein
unless  otherwise  defined in this  Agreement.  Any accounting  term used herein
unless otherwise  defined or set forth in this Agreement shall have the meanings
customarily given to such term in accordance with generally accepted  accounting
principles.  For purposes of this Agreement,  the following terms shall have the
respective meanings given to them below:

     1.1  "Accounts"  shall mean all  present  and future  rights of Borrower to
payment for goods sold or leased or for services rendered, whether or not earned
by performance.

     1.2 "Collateral" shall mean all the property in which Borrower grants or is
required  to grant to Lenders a  security  interest  or lien,  as  described  in
Section 5 hereof.

     1.3 "Eligible Accounts" of Borrower shall mean Accounts created by Borrower
which are and  continue to be  acceptable  to Lenders  based on the criteria set
forth below. In general, Accounts shall be Eligible Accounts if:

     1.3.1 such  Accounts  arise from the actual and bona fide sale and delivery
of goods by Borrower or rendition of services by Borrower in the ordinary course
of Borrower's business,  which transactions are completed in accordance with the
terms and provisions contained in any documents related thereto;

     1.3.2 such  Accounts  are not unpaid  more than  ninety (90) days after the
date of the original invoice thereto;

     1.3.3 the chief executive office of the account debtor with respect to such
Accounts  is  located  in the  United  States of  America,  or such  Account  is
otherwise acceptable in all respects to Lenders (subject to such lending formula
with respect thereto as Lenders may determine);

     1.3.4 such  Accounts  do not consist of  progress  billings,  bill and hold
invoices or retainage invoices;


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     1.3.5 the account  debtor with respect to such  Accounts has not asserted a
counterclaim,  defense  or  dispute  and does not have,  and does not  engage in
transactions which may give rise to, any right of setoff against such Accounts;

     1.3.6 there are no facts,  events or  occurrences  which  would  impair the
validity, enforceability or collectability of such Accounts or reduce the amount
payable or delay payment thereunder;

     1.3.7 such Accounts are subject to the first priority,  valid and perfected
security  interest of Lenders and any good giving rise thereto are not, and were
not at the time of the sale thereof, subject to any liens except those permitted
in this Agreement.

     1.3.8 neither the account debtor nor any officer,  employee or agent of the
account debtor with respect to such Accounts is an officer, employee or agent of
or  affiliated  with  Borrower  directly  or  indirectly  by  virtue  of  family
membership, ownership, control, management or otherwise;

     1.3.9 the account debtors with respect to such Accounts are not any foreign
government,  the  United  States  of  America  or  any  political  subdivision.,
department, agency or instrumentality thereof;

     1.3.10 there are no  proceedings or actions which are threatened or pending
against  any account  debtor with  respect to such  Accounts  from such  account
debtor  which might result in any  material  adverse  change in any such account
debtor's financial condition;

     1.3.11 such Accounts of a single  account  debtor or its  affiliates do not
constitute  more  than  twenty-five  percent  (25%)  of all  otherwise  Eligible
Accounts (but the portion of the Accounts not in excess of such  percentage  may
be deemed Eligible Accounts); and

     1.3.12 such  Accounts  are not owed by any account  debtor who has Accounts
unpaid  more than  ninety  (90)  days  after  the date of the  original  invoice
therefor and which constitute more than  twenty-five  percent (25%) of the total
Accounts from such account debtor.

     General criteria for Eligible  Accounts may be established and revised from
time to time by Lenders  in good  faith.  Any  Accounts  which are not  Eligible
Accounts shall nevertheless be part of the Collateral.

     1.4 "Event of Default"  shall mean the occurrence or existence of any event
or condition described in the Notes or the Security Agreement.

     1.5 "Loan  Documents"  shall mean,  collectively,  this  Agreement  and all
notes, security agreements, and other agreements,  documents and instruments now
or at any time  hereafter  executed  and/or  delivered by Borrower in connection
with  this  Agreement,  as the  same  now  exist or may  hereafter  be  amended,
modified, supplemented, extended, renewed, restated or replaced.

     1.6 "Loans" to Borrower  shall mean advances made by Lenders to Borrower as
set forth in Section 2 hereof.

     1.7 "Notes" shall have the meaning set forth in Section 3 hereof.

     1.8 "Records" of Borrower  shall mean all of Borrower's  present and future
books of  account  of  every  kind or  nature,  purchase  and  sale  agreements,
invoices, ledger cards, bills of lading and other shipping evidence, statements,
correspondence,   memoranda,  credit  files  and  other  date  relating  to  the
Collateral or any account debtor,  together with the tapes, disks, diskettes and
other data and software  storage media and devices,  file cabinets or containers
in or on which the foregoing are stored  (including  any rights of Borrower with
respect to the foregoing maintained with or by any other person).

     1.9  "Rights to  Payment" of  Borrower  shall mean all  Accounts,  contract
rights,  chattel  paper,  documents,  instruments,  letters of  credit,  bankers
acceptances  and  guaranties,   and  all  present  and  future  liens,  security
interests,  rights,  remedies,  title  and  interest  in, to and in  respect  of
Accounts and other Collateral,  and shall include without limitation, (a) rights
and remedies under or relating to guaranties,  contracts of suretyship,  letters
of credit and  credit and other  insurance  related  to the  Collateral  and (b)
deposits  by and  property  of account  debtors or other  persons  securing  the
obligations of account debtors, monies, securities,  credit balances,  deposits,
deposit  accounts  and other  property  of  Borrower  now or  hereafter  held or
received by or in transit to Lenders or any of their  affiliates or at any other
depository or other institution from or for the account of Borrower, whether for
safekeeping, pledge, custody, transmission, collection or otherwise.

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     2. Line of  Credit.  Subject to and upon the terms and  conditions  of this
Agreement,  Lenders  hereby agree to make Loans to Borrower from time to time in
amounts  requested by Borrower up to an aggregate  outstanding  principal amount
equal to the lesser of (i) Four Hundred  Thousand  Dollars  ($400,000),  or (ii)
thirty  percent  (30%) of Borrower's  Eligible  Accounts,  The funds  previously
advanced by the Wiseman  Family Trust UDT 10/31/89  shall be deemed to have been
an initial advance of $40,000 pursuant to this Loan Agreement. In the event that
the  outstanding  amount of the Loans to Borrower  exceeds the amount  available
under the above lending formula,  such event shall not limit, waive or otherwise
affect any rights of Lenders in that  circumstance  or on any future  occasions,
and  Borrower  shall,  upon demand by Lenders,  which may be made at any time or
from time to time,  immediately  repay to Lenders the entire  amount of any such
excess(s) for which payment is demanded.

     3. Line of Credit Notes.  Borrower's obligation to repay advances under the
Loans shall be evidenced  by  promissory  notes  exected by Borrower in favor of
each Lender  substantially in the form of Exhibit "A" attached hereto ("Notes"),
the terms of which are incorporated herein by this reference.

     4. Pro Rata Treatment.

     4.1 Each payment and  prepayment to Lenders under this  Agreement  shall be
made according to each Lender's percentage of the principal amount of the Loan.

     4.2 Each Lender's  percentage of all payments and prepayments  delivered to
Agent or received by Agent for the account of Lenders under this Agreement shall
be promptly delivered by Agent to each Lender at such Lender's address specified
below such Lender's signature to this Agreement.

     5. Grant of Security Interest. As security for all indebtedness of Borrower
to Lenders  pursuant  to this  Agreement,  Borrower  grants to Lenders  security
interests of first priority in the following property and interests in property,
whether now owned or hereafter  acquired or existing,  and whether located:  all
Accounts, Rights to Payment and Records, and all products and proceeds of any of
the foregoing, in any form, including without limitation, insurance proceeds and
all claims  against third parties for loss or damage to or destruction of any or
all of the foregoing.  All of the foregoing shall be evidenced by and subject to
the terms of a  Security  Agreement  substantially  in the form of  Exhibit  "B"
attached  hereto and such other documents as Lenders shall  reasonably  require,
all in form and substance  satisfactory  to Lenders.  Borrower  shall  reimburse
Lenders, immediately upon demand, for all costs and expenses incurred by Lenders
in connection with any of the foregoing  security,  including without limitation
filing and recording fees.

     6.  Conditions  of  Lending.  Lenders  shall not be  obligated  to make any
advances  under the Loans.  Lenders shall not make any advances  under the Loans
unless  all the  following  conditions  relating  to the Loans  shall  have been
satisfied.  All  documents to be executed or delivered  pursuant to Sections 6.1
ands 6.2 shall be dated,  or certified as, the Effective Date or the date of the
advance, as the case may be.

     6.1 Effective Date. On the Effective Date, Agent shall have received:

     6.1.1 This Agreement,  or counterparts  thereof, duly executed by Borrower,
Lenders and Agent.

     6.1.2  Notes in favor of Troy D.  Wiseman,  Trustee of the  Wiseman  Family
Trust UDT  10/31/89 in the amount of $50,000 for the initial  advance of $40,000
and  $10,000 to be  advanced  on the  Effective  Date and in favor of Richard C.
Peplin,  Sr.,  in the  amount of  $40,000  for  $40,000  to be  advanced  on the
Effective Date.

     6.1.3 The Security Agreement and Form UCC-1 Financing  Statement inthe form
of Exhibit "B" hereto, duly executed by Borrower, Lenders and Agent.

     6.1.4 Such other documents as any Lenders may reasonably request.

     All legal matters  incident to the execution and delivery of this Agreement
and the documents contemplated hereby shall be satisfactory to Lenders.

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     6.2 Additional Advances.  Additional advances may be made from time to time
in the sole  discretion of Lenders not to exceed the Loan amount of Four Hundred
Thousand Dollars ($400,000).  On each additional Loans advance date, Agent shall
have received:

     6.2.1 A Note payable to each Lender who is loaning funds for the additional
Loans advance.

     6.2.2 Such other documents as any Lender may reasonably request.

     6.2.3 The representations, warranties and covenants contained herein and in
the Security  Agreement shall be true in all material  respects on and as of the
date of the signing of this  Agreement and on the date of each such extension of
credit  by  Lenders  pursuant  hereto,  with  the same  effect  as  though  such
representations and warranties had been made on and as of each such date, and on
each such date, no default hereunder or in the Notes or the Security  Agreement,
and no condition, event or act which with the giving of notice or the passage of
time or both  would  constitute  such a  default,  shall  have  occurred  and be
continuing  or shall exist.  Borrower  shall  deliver a  certificate  evidencing
compliance with this Section 6.2.3.

     6.2.4 All legal  matters,  incident to the  execution  and  delivery of the
Agreement  and the  documents  contemplated  hereby  shall  be  satisfactory  to
Lenders.

     7.   Representations   and   Warranties.   Borrower   makes  the  following
representations and warranties to Lenders,  which representations and warranties
shall survive the execution of this  Agreement and shall  continue in full force
and effect until the full and final payment, and satisfaction and discharge,  of
all obligations of Borrower to Lenders subject to this Agreement.

     7.1 Legal status.  Borrower is a limited  liability  company duly organized
and  existing  and in good  standing  under the laws of the State of Ohio and is
qualified  or  licensed  to do  business,  and is in good  standing as a foreign
corporation,  if  applicable,  in all  jurisdictions  in which the failure to so
qualify or to be so licensed could have a material adverse effect on Borrower.

     7.2  Authorization  and  Validity.   The  Loan  Documents  have  been  duly
authorized,  and  upon  their  execution-and  delivery  in  accordance  with the
provisions  hereof  will  constitute  legal,  valid and binding  agreements  and
obligations of Borrower enforceable in accordance with their respective terms.

     7.3 No Violation.  The execution,  delivery and  performance by Borrower of
each  of the  Loan  Documents  do  not  violate  any  provision  of  any  law or
regulation,  or  contravene  any provision of the Articles of  Incorporation  or
Bylaws of  Borrower,  or result in a breach of or  default  under any  contract,
obligation,  indenture or other  instrument  to which  Borrower is a party or by
which Borrower may be bound.

     7.4  No  Subordination.  There  is no  agreement,  indenture,  contract  or
instrument to which  Borrower is a party or by which  Borrower may be bound that
requires the subordination in right of payment of any of Borrower's  obligations
subject to this Agreement to any other obligation of Borrower.

     7.5 Other  Obligations.  Borrower is not in default on and  obligation  for
borrowed  money,  any purchase  money  obligation or any other  material  lease,
commitment, contract, instrument or obligation.

     8. Covenants.  Borrower  covenants that so long as Lenders remain committed
to extend  credit to  Borrower  pursuant to the terms of this  Agreement  or any
liabilities  (whether  direct or  contingent,  liquidated  or  unliquidated)  of
Borrower to Lender under any of the Loan Documents remain outstanding, and until
payment in full of all obligations of Borrower subject hereto, Borrower shall:

     8.1 Punctual  Payments.  Punctually  pay all principal,  interest,  fees or
other  liabilities due under any of the Loan Documents to which it is a party at
the times and place and in the manner  specified  therein,  and immediately upon
demand by Lenders, the amount by which the outstanding  principal balance of the
Loans to Borrower at any time exceeds any limitation applicable thereto.



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     8.2 Records and Premises.  Maintain  proper books and records in which true
and  complete  entries  shall be made of all dealings or  transactions  of or in
relation to Collateral and the business of Borrower in accordance with generally
acceptable accounting  principles.  From time to time as requested by Lender, at
the cost  and  expense  of  Borrower,  allow  Lenders,  Agent or other  designee
complete  access to all of Borrower's  premises during normal business hours and
after  notice to Borrower,  or at any time and without  notice to Borrower if an
Event of Default exists or has occurred and is  continuing,  for the purposes of
inspecting,  verifying and auditing the Collateral  and all of Borrower's  books
and records, including, without limitation, the Records, and promptly furnish to
Lenders  such copies of such books and records or extracts  therefrom as Lenders
may request,  and allow  Lenders  during  normal  business  hours to use such of
Borrower's  personnel,  equipment,  supplies and  premises as may be  reasonably
necessary for the  foregoing,  and if an Event of Default exists or has occurred
and is  continuing,  for the  collection  fo Accounts and  realization  of other
Collateral.

     8.3 Collateral  Reporting.  Borrower shall provide Agent with the following
documents in a form satisfactory to Agent:

     8.3.1 on a regular  basis as  required by Agent,  a schedule  of  Accounts,
including without  limitation,  daily sales,  credit and adjustment journals and
cash receipts;

     8.3.2 upon Agent's  request,  (i) copies of customer  statements and credit
memos,  remittance  advices and  reports,  and copies of deposit  slips and bank
statements and (ii) copies of shipping and delivery documents;

     8.3.3 within  fourteen  (14)  calendar days after and as of the end of each
month  (or more  frequently  as Agent  may  request),  (i)  agings  of  accounts
receivable and (ii) agings of accounts payable;

     8.3.4 such other  reports as to the  Collateral as Agent shall request from
time to time, including without limitation daily borrowing base certificates. If
any of  Borrower's  records of the  Collateral  are prepared or maintained by an
accounting  service,  contractor,   shipper  or  other  agent,  Borrower  hereby
irrevocably  authorizes  such service,  contractor,  shipper or agent to deliver
such  records,  reports,  and related  documents to Agent and to follow  Agent's
instructions  with  respect  to  further  services  at any time that an Event of
Default exists or has occurred and is continuing.

     8.4 Notices to Lenders.  Promptly  (but in no event more than five (5) days
after the  occurrence  of each such  event or  matter)  give  written  notice to
Lenders in reasonable  detail of the occurrence of any Event of Default,  or any
condition,  event or act which with the giving of notice or the  passage of time
or both would  constitute  such an Event of  Default.  Provide not less than ten
(10) days  prior  written  notice to  Lenders  of any  change in the name or the
organizational structure of Borrower.

     8.5 Further  Assurances At the request of Lenders at any time and from time
to time,  duly execute and deliver,  or cause to be duly executed and delivered,
such further agreements,  documents and instruments,  and do or cause to be done
such further acts as may be necessary or proper to evidence,  perfect,  maintain
and enforce the security  interests and the priority  thereof in the  Collateral
and to otherwise  effectuate the provisions or purposes of this Agreement or any
of the other Loan Documents, at Borrower's expense.  Lenders may ay any time and
from time to time request a certificate from an officer of Borrower representing
that all  conditions  precedent  tot he making  of Loans  contained  herein  are
satisfied.  In the event of such  request  by  Lenders,  Lenders  may,  at their
option,  cease to make any  further  advances on the Loans  until  Lenders  have
received such  certificate  and, in addition,  Lenders have determined that such
conditions are satisfied.  Where permitted by law,  Borrower  hereby  authorizes
Lenders to execute and file one or more UCC financing  statements signed only by
Agent.

     8.6 No Pledge of Assets. Not mortgage,  pledge,  grant or permit to exist a
security  interest in, or lien upon, any of its assets of any kind, now owned or
hereafter acquired, except any of the foregoing in favor of Lenders.

     9. Agent

     9.1  Appointment.  Richard C.  Peplin,  Sr., is hereby  appointed  Agent of
Lenders under the Loan Documents,  and each Lender irrevocably  authorizes Agent
to act as the agent of such Lender. Agent agrees to act as such upon the express
conditions contained in this Section 9.

     9.2  Powers.  Agent  shall  have  and  may  exercise  such  powers  as  are
specifically  delegated  to Agent by the terms of the Loan  Documents,  together
with such powers as are reasonably  incidental thereto,  all as the case may be.
Agent shall have no implied  duties to Lenders,  or any obligation to Lenders to
take any action under the Loan Documents except any action specifically provided
by the Loan Documents to be taken by Agent.

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     9.3  General  Immunity.  Neither  Agent nor any of his agents or  employees
shall be liable to Lenders  or any Lender for any action  taken or omitted to be
taken by him or then under the Loan Documents or in connection therewith, as the
case may be, except for his or their own gross negligence or wilful misconduct.

     9.4  No  Responsibility  for  Loans  and  Recitals.   Agent  shall  not  be
responsible to Lenders or any Lender for any recitals, reports, representations,
statements or warranties  contained  in, or made in  connection  with,  the Loan
Documents or the Loans,  as the case may be, or be bound to ascertain or inquire
as to the performance or observance of any of the terms of the Loan Documents.

     9.5  Notice of  Default.  Agent  shall not be deemed to have  knowledge  or
notice of the  occurrence  of any default or  potential  default  under any Loan
Document, unless Agent has received notice from a Lender or Borrower,  referring
to such Loan Document  describing such default or potential default and starting
that such notice is a "Notice of Default." In the event that Agent receives such
a notice,  Agent shall give prompt notice  thereof to Lenders.  Agent shall take
action with respect to such default or potential  default as shall be reasonably
directed by Lenders holding in the aggregate at least sixty-six percent (66%) of
the  aggregate  unpaid  principal  amount  of the  Notes  ("Required  Lenders");
provided that, unless and until Agent shall have received such directions, Agent
may (but shall not be  obligated  to) take such  action,  or refrain from taking
such action,  with respect to such default or potential default as he shall deem
advisable in the best interest of Lenders.

     9.6 Indemnification.  Agent shall be fully justified in failing or refusing
to take any action under the Loan Documents unless he shall first be indemnified
to his satisfaction by Lenders or Required Lenders,  as the case may be, against
any and all liabilities and expenses which may be incurred by Agent by reason of
taking or continuing to take any such action.  Lenders agree to indemnify  Agent
in his  capacity as such (to the extent not  reimbursed  by Borrower and without
limiting the  obligation  of Borrower to do so),  according to their  respective
percentages,   from  and  against   any  and  all   actions,   costs,   damages,
disbursements,   expenses,   judgements,   liabilities,   losses,   obligations,
penalties,  and suits of any kind  whatsoever  which may at any time  (including
without limitation,  at any time following the payment of the Notes), be imposed
on, incurred by or asserted  against Agent in any way relating to or arising out
of any Loan Documents or any documents  contemplated by or referred to herein or
therein or the transactions  contemplated  hereby or thereby or any action taken
or  omitted  to be  taken  by  Agent  under  or in  connection  with  any of the
foregoing,  all as the case may be,  provided that no Lender shall be liable for
the  payment  ofany  portion of such  actions,  costs,  damages,  disbursements,
expenses,  judgements,  liabilities,  losses, obligations,  penalties, and suits
resulting  solely from  Agent's  gross  negligence  or willful  misconduct.  The
agreements contained in this 9.6 shall survive the termination of the Agreement,
the  payment  of the  Notes  and all  other  amounts  payable  under  any of the
foregoing agreements.

     9.7 Loan  Documents.  Agent  shall not be  responsible  to Lenders  for the
effectiveness,  enforcement,  genuineness,  or  validity  of  any  of  the  Loan
Documents.

     9.8 Action of  Instructions  of Lenders.  Agent shall in all cases by fully
protected in acting,  or in refraining from acting,  under the Loan Documents in
accordance with written  instructions  signed by Required Lenders or Lenders, as
the case may be, and such  instructions  and any action  taken or failure to act
pursuant  thereto  shall be binding  on all  Lenders  and on all  holders of the
Notes.

     9.9  Employment of Agents and Counsel.  Agent may execute any of his duties
as  Agent  under  the  Loan  Documents  by or  through  employees,  agents,  and
attorney-in-fact  and shall not be answerable to Lenders,  except as to money or
securities  received  by him or his  authorized  agents  and for the  default or
misconduct  of any such  agents  or  attorneys-in-fact  selected  by Agent  with
reasonable  care.  Agent shall be entitled to advice of counsel  concerning  all
matters pertaining to the Agency hereby crated and his duties hereunder.

     9.10  Reliance on Documents  and  Counsel.  Agent shall be entitled to rely
upon any affidavit, certificate, cablegram, consent, instrument, letter, notice,
Note, order, paper, statement,  telecopy,  telegram,  telex, or teletype message
and writing  believed by him to be genuine and correct and to have been  signed,
sent or  made by the  proper  person  or  persons,  and any  telephonic  or oral
statement  made by the  proper  person or  persons,  and,  in  respect  to legal
matters,  upon the  opinions  of  counsel  selected  by Agent  and  counsel  for
Borrower, as the case may be.



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     9.11 May Treat  Payee as Owner,.  Agent may deem and treat the payee of any
Notes as the owner thereof for all purposes  hereof,  unless and until a written
notice of the  assignment or transfer  thereof shall have been filed with Agent,
which such notice shall  reasonably  identify the assignee of transferee of such
Notes. Any request, authority or consent of any person who at the time of making
such request or giving such authority or consent is the holder of any Note shall
be conclusive and binding on any subsequent holder,  assignee,  or transferee of
such Note or of any Note or Notes issued in exchange therefor.

     9.12 Agent's  Reimbursement.  Each Lender agrees to reimburse  Agent in the
amount of such Lender's  percentage for any expenses not reimbursed by Borrower:
(a) for which Agent is entitled to reimbursement by Borrower,  and (b) after the
occurrence of a default,  for any other expenses  incurred by Agent on behalf of
Lenders in connection with the enforcement of the Loan Documents.

     9.13 Rights as Lender.  With  respect to the Loan made by him and the Notes
issued to him,  Agent  shall have the same  rights and powers  hereunder  as any
Lender  and may  exercise  the same as  though it were not  Agent,  and the term
"Lender" or "Lenders," shall,  unless the context otherwise  specifies,  include
Agent in his  individual  capacity  as a  Lender.  Agent  may lend  money to and
generally engage in any kind of business with Borrower as if he were not Agent.

     9.14 Successor  Agent.  Agent may resign as Agent upon ten (10) days' prior
notice to Lenders.  If Agent shall resign as Agent,  then Required Lenders shall
appoint  from  among  Lenders a  successor  agent for  Lenders,  whereupon  such
successor agent shall succeed to the rights,  powers,  and duties of Agent,  and
the term  "Agent"  shall mean such  successor  agent  effective  upon his or its
appointment, and the former Agent's rights, powers, and duties as Agent shall be
terminated,  without any other or further act or deed on the part of such former
Agent or any of the other parties to this Agreement or any holders of the Notes.
After any retiring  Agent's  resignation  hereunder as Agent,  the provisions of
this Section 9 shall inure to his benefit as to any actions  taken or omitted to
be taken by him while he was Agent.

     9.15 Number of Documents. All certificates,  documents,  notices,  reports,
requests,  and  statements  furnished  Agent under the Loan  Documents  shall be
furnished in  sufficient  counterparts  so that Agent may furnish one to each of
Lenders.

     10. General Provisions.

     10.1 Nature of Lenders' Obligations.  The respective obligations of Lenders
under the Loan  Documen6ts,  including,  without  limitation,  the making of the
Loans by Lenders,  are several and not joint and no Lender shall be deemed to be
the  partner  or  agent of  another,  except  to the  extent  to which  Agent is
authorized to act as such.

     10.2 Independent Credit Decision.  Each Lender  acknowledges and represents
to Agent and each other  Lender  that  Lender  has,  independently  and  without
reliance upon Agent or any other Lender and based on the  information  furnished
by  Borrower  and such  other  documents  and  information  as Lender has deemed
appropriate, made Lender's own independent credit analysis and decision to enter
into this Agreement and the transactions  contemplated  hereby. Each Lender also
acknowledges  and  represents  to Agent and each other  Lender that Lender will,
independently  and without  reliance upon Agent or any other Lender and based on
such  documents and  information  as Lender shall deem  appropriate at the time,
continue to make  Lender's  own  independent  credit  decisions in taking or not
taking action under this Agreement and the transaction contemplated hereby.

     10.3 Amendments and Waivers. Required Lenders, or Agent with the consent in
writing of Required Lenders, and Borrower may, subject to the provisions of this
10.3, from time to time enter into written  supplemental  agreements to the Loan
Documents,  as the case may be,  for the  purpose  of  adding  or  deleting  any
provisions to or from any Loan Document or otherwise  changing or varying in any
manner  the  rights  of  Lenders  or  Borrower  thereunder  or  the  conditions,
provisions or terms thereof for waiving any default thereunder,  but only to the
extent specified in such written  agreements;  provided,  however,  that no such
supplemental agreement shall, without the consent of all of Lenders:

     10.3.1 Change the maturity of any Notes or the principal amount thereof, or
change the rate or the time of payment of interest thereon or any fee payable by
Borrower to Lenders of Agent, as the case may be, pursuant to this Agreement.

     10.3.2 Alter,  amend,  modify, or waive any term inthe Loan Documents which
would result in any  alteration,  amendment,  change,  modification or reduction
requiring the consent of all Lenders.

     10.3.3 Alter, amend or modify this 10.3.

     10.3.4  Consent to the  assignment  or transfer  by  Borrower  ofany of its
rights and obligations under any Loan Document.

                                      Page 257

<PAGE>

     10.3.5  Change the rights and duties of Agent,  provided  Agent  shall have
given his prior written consent thereto.

     Any such supplement agreements to the Loan Documents shall apply equally to
each of Lenders and shall be binding  upon  Borrower,  Lenders and Agent and all
future  holders of the  Notes.  No waiver by Lenders or Agent of any right or of
any default by Borrower under the Loan  Documents  shall be binding upon Lenders
unless in  writing  executed  by Lenders  or Agent.  In the case of any  waiver,
Borrower,  Lenders,  and Agent shall be restored to their  former  position  and
rights under the relevant Loan  Document and any default  waived shall be deemed
to be  cured  and  not  continuing,  but no  such  waiver  shall  extend  to any
subsequent or other default, or impair any right consequent thereon.

     10.4  Remedies.  No course of dealing  among  Borrower,  Lenders,  Required
Lenders,  and Agent,  as the case may be, and no delay or  omission  of Lenders,
Required  Lenders or Agent,  as the case may be, to exercise any right under the
Loan  Documents  shall  impair such right to be  construed to be a waiver of any
default or an acquiescence  therein,  and any single or partial  exercise of any
such right shall not preclude other or further  exercise thereof or the exercise
of any other  right.  All  remedies  contained  in the Loan  Documents or by law
afforded  shall be cumulative and all shall be available to Lenders and Required
Lenders,  as the case may be, until the Notes and other payment  obligations  in
the Loan Documents have been paid in full. Lenders and Required Lenders,  as the
case may be, may exercise such remedies in any order of priority.

     10.5 Benefit of Agreement.  Each Lender will accept its Note as evidence of
loans made in the ordinary  course of its business and will acquire its Note for
its own account without any present intention of making any sale or distribution
of its Note in any manner,  provided that the  disposition of each Lender's Note
shall be in the control of such  Lender.  The terms and  provisions  of the Loan
Documents shall be binding upon and inure to the benefit of Borrower and Lenders
and their respective successors and assigns, including,  without limitation, all
future holders of the Notes,  except Borrower shall not have any right to assign
its rights or  obligations  under the Loan  Documents or any  interest  therein,
without the prior written consent of Required Lenders.

     10.6 Survival of  Representations.  All  representations  and warranties of
Borrower contained in the Loan Documents shall survive delivery of the Notes and
the making of the Loan.

     10.7 Choice of Law and Construction.  The Loan Documents shall be construed
in  accordance  with the laws of the State of Illinois  applicable  to contracts
made and performed in Illinois by an Illinois  borrower and a lender  located in
Illinois.  Whenever  possible,  each  provision of the Loan  Documents  shall be
interpreted  in such manner as to be effective  and valid under such  applicable
law, but, if any  provisions of any Loan Document shall be held to be prohibited
or invalid under such  applicable law, such  provisions  shall be  ineffectively
only to the extent of such prohibition or invalidity,  without  invalidating the
remainder  of such  provision  or the  remaining  provisions  of any  such  loan
Document.

     10.8  Attorneys'  Fees.  Should any  litigation  be  commenced  between the
parties  hereto  concerning,  this  Agreement,  or the  rights and duties of the
parties in relation hereto, the prevailing party in any such litigation shall be
entitled to such reasonable attorneys' fees as the court may award.

     10.9 Severability.  The unenforceability of any provision of this Agreement
shall not affect the enforceability or validity of any other provision hereof.

     10.10  Section  Headings  and  References.  Section  headings  in the  Loan
Documents  are for  convenience  of  reference  only,  and shall not  govern the
interpretation of any of the provisions of the Loan Documents. All references to
sections in the Loan  Documents are to the section of the Loan Document in which
such section  reference  appears,  unless a different Loan Document is expressly
specified.

     10.11 Exhibits.  All exhibits  referred to in the Loan Documents are hereby
incorporated  into each other Loan  Documents by this reference and all terms as
defined in the Loan  Documents  shall have the same  meanings in such  exhibits,
unless  otherwise  defined in such  exhibits.  All references to exhibits in the
Loan  Documents  are to those  attached  to the  Loan  Document  in  which  such
reference appears, unless a different Loan Document is expressly specified.

                                      Page 258
<PAGE>

     10.12 Notices

     10.12.1  All  notices,  requests  and demands to or upon the parties to any
Loan Document  required or permitted to be given under such Loan Document  shall
be deemed given: (a) three (3) days following deposit in the United States mail,
postage prepaid;  (b) upon delivery to the telegraph  company for  transmission,
charges prepaid;  (c) in the case of a telecopies notice, when sent, and receipt
is  confirmed  by  telephone;  or (d) when  physically  delivered by hand to the
addressee of such notice by or on behalf of the person  initiating  such notice;
in each case addressed to the address or telecopier number of Borrower,  Lenders
and Agent, as the case may be,  appearing below their  respective  signatures to
this  Agreement.  Borrower,  Lenders  and Agent may each  change the  address or
telecopier  number for  service of notice  upon it by a notice in writing to the
others.

     10.12.2  Borrower hereby  authorizes  Lenders and Agent to set Loan closing
dates,  extend Loans  advances and accept  payments and  prepayments  under this
Agreement and the Notes based on oral or  telephonic  notices made by any person
or persons,  Lenders, and Agent, as the case may be, in good faith believe to be
acting on behalf of Borrower.  Borrower agrees to promptly  confirm to Agent any
oral or telephonic notice in writing signed by Borrower on the date such oral or
telephonic notice is made. If such written  confirmation differs in any material
respect from the action taken by Agent and Lenders  pursuant to any such oral or
telephonic  notice,  the  records  of Agent and  Lenders  shall  govern,  absent
manifest error, all as the case may be.

     10.13 Lawful Money.  Each reference in the Loan Documents to payment of any
amount of money is to lawful money of the United States of America.

     10.14 Entire  Agreement.  The Loan Documents and the documents  referred to
therein embody the entire agreements and understandings among Borrower, Lenders,
and Agent, and supersede all prior agreements and understandings among Borrower,
Lenders and Agent relating to the subject matter thereof, as the as may be.

     10.15 Term of Agreement.  The Loan Documents shall become  effective of the
Effective Date and terminate only when all the Notes,  all interest  thereon and
all other payment obligations under the Loan Documents have been paid in full.

     10.16 Further  Assurance.  Borrower  hereby  further agrees with Lenders to
execute,  acknowledge and delivery any and all such further assurances and other
agreements  or  instruments,  and to take or cause to be  taken  all such  other
actions,  as shall be  reasonably  requested by any Lender or Agent from time to
time in order to give full effect to this  Agreement and to maintain,  preserve,
safeguard and continue at all times the rights, remedies,  powers and privileges
of Lenders under this  Agreement,  all without any cost or expense to Lenders or
Agent.

     10.17  Counterparts.  The Loan  Documents  (other  than the  Notes)  may be
executed by the parties hereto and thereto  individually or, in any combinations
of the parties hereto, in several separate counterparts,  each of which shall be
an original and all of which taken  together  shall  constitute one and the same
agreement.

     10.18 Legal Representation.  Bruck & Perry, A Professional Corporation, has
acted as counsel to Borrower  in  connection  with the Loan and Loan  Documents.
Lenders and Agent  acknowledge  that Bruck & Perry, A Professional  Corporation,
have not  represented  Lenders  or Agent  in  connection  with the Loan and Loan
Documents and Lenders and Agent have not relied on Bruck & Perry, A Professional
Corporation.

     IN WITNESS WHEREOF, Borrower, Lenders and Agent have executed this
Agreement as of the date first above written.

                                                                      "Borrower"

                                                   RCP ENTERPRISES GROUP, L.L.C.
                                               an Ohio limited liability company



                                                 By: /s/ Richard C. Peplin, Jr.
                                                 Richard C. Peplin, Jr., Manager
                                                              25100 Detroit Road
                                                            Westlake, Ohio 44145
                                                    Attn: Richard C. Peplin, Jr.
                                                   Facsimile No.: (216) 871-0832

                                    Page 259

<PAGE>

                                                                       "Lenders"

                                               WISEMAN FAMILY TRUST UDT 10/31/89



                                             By: /s/ Troy Wiseman
                                                           Troy Wiseman, Trustee
                                                         1901 North Roselle Road
                                                                      Suite 1030
                                                            Schaumburg, IL 60195
                                                   Facsmilie No.: (847) 490-6519


                                                      /s/ Richard C. Peplin, Sr.
                                                              25100 Detroit Road
                                                            Westlake, Ohio 44145
                                                  Facsimilie No.: (216) 871-0832




                                                                         "Agent"

                                                      /s/ Richard C. Peplin, Sr.
                                                          RICHARD C. PEPLIN, SR.
                                                              25100 Detroit Road
                                                            Westlake, Ohio 44145
                                                   Facsimile No.: (216) 871-0832


                                      Page 260

<PAGE>

                                    EXHIBIT B

                                      NOTE

$50,000.00                                                      October 13, 1997



     1.  Obligation.  For value  received,  RCP  ENTERPRISES<  L.L.C.,  and Ohio
limited liability company (the "Company"), promises to pay to TROY D. WISEMAN AS
TRUSTEE  OF THE  WISEMAN  FAMILY  TRUST UDT  10/31/89  or order  ("Holder")  the
Principal Amount, or so much thereof as may be advanced and be outstanding,  and
Interest  (both  as  defined  below)  in the  manner  and  upon  the  terms  and
condition\s set forth herein (the "Obligation").

     2. Amount and  Payment of  Principal  Amount and  Interest.  The  principal
amount  ("Principal  Amount) of this Note is Fifty  Thousand and no/100  Dollars
($50,000.00). The outstanding principal balance of this Note shall bear interest
("Interest"() at the rate of thirty percent (30%) per annum; provided,  however,
in no event  shall the  Company be  obligated  to pay a rate of  interest  which
exceeds the maximum rate permissible under applicable usury law. This Note shall
be payable in equal monthly installments of principal and interest in the amount
of Two Thousand  Eight  Hundred Four Dollars and  Ninety-Six  Cents  ($2,804.96)
which shall be due on the 17th day o each month  commencing  November  17, 1997.
The entire  unpaid  Principal  Amount and any unpaid  Interest  shall be due and
payable on October 17,  1999.  The entire  amount of this Note may be prepaid on
not less than thirty (30) days notice on or after April 17, 1997.

     3.  Application  of  Payments.  Each  payment  made on this  Note  shall be
credited first to any interest then due and second, to the outstanding principal
balance hereof.

     4.  Manner  and Place of  Payment.  Payments  of the  Principal  Amount and
Interest  shall  be made in  lawful  money  of the  United  States  of  America.
Principal  and  Interest  are  payable to the Holder but shall be  delivered  to
Richard  C.  Peplin,  St.,  as  agent  for the  Holder  in  accordance  with the
provisions of the Revolving Loan  Agreement  dated October 13, 1997 by and among
the  Wiseman  Family  Trust  UDT  10.31.89,  Richard  C.  Peplin,  St.,  and the
additional  lenders who become  parties to the  Revolving  Loan  Agreement,  the
Company and Richard C. Peplin,  Sr.  ("Agent") at the principal office of Agent,
25100 Detroit Road, Westlake, Ohio 44145. At the option of the Company, payments
may be made by check mailed to Agent.

     5.  Security.  The  Obligation  shall be secured by a security  interest in
favor of Holder as set forth in that certain  Security  Agreement  dated October
13, 1997 by and among the Wiseman Family Trust UDT 10/31/89,  Richard C. Peplin,
Sr., and the  additional  lenders who become  parties to the Security  Agreement
("Secured Parties"),  the Company as debtor and Richard C. Peplin, Sr., as agent
for the Secured Parties ("Security Agreement").


                                      Page 261
<PAGE>



     6. Events of Default.  The  following  shall each  constitute  an "Event of
Default"  under this Note: (i) default in the payment when due of an installment
of Principal  Amount or interest under this Note and such default shall continue
for a period  of ten (10)  days;  (ii) any  default  under  the  Revolving  Loan
Agreement or the Security  Agreement;  and (iii) any of the following  events of
bankruptcy or insolvency:  (A) the Company shall file a voluntary  bankruptcy or
reorganization  petition under the provisions of the Federal Bankruptcy Act, any
other  bankruptcy or insolvency law or any other similar  statute  applicable to
the Company  ("Bankruptcy Laws"), (B) the Company shall consent to the filing of
any bankruptcy or  reorganization  petition against it under any Bankruptcy Law,
(C) the  Company  shall file a petition or answer or consent  seeking  relief or
assisting in seeking relief for the Company in a proceeding under any Bankruptcy
Law or any answer admitting the material allegations of a petition filed against
it in such a  proceeding,  (D) the  Company or its  members  shall  take  action
looking tot he dissolution or liquidation of the Company,  (E) the Company shall
make an assignment for the benefit of its creditors, (F) the Company shall admit
in writing its inability to pay its debts  generally as they become due, (G) the
Company shall consent to the appointment of a receiver,  trustee,  or liquidator
of it or of any substantial part of its property, (H) by the order of a court of
competent jurisdiction,  a received,  liquidator or trustee of the Company or of
any  substantial  part of its  property  shall be appointed  and such  receiver,
liquidation or trustee shall not have been discharged  within a period of thirty
(30)  days,  (I) by decree of such a court,  the  Company  shall be  adjudicated
bankrupt or  insolvent  or any  substantial  part of the property of the Company
shall have been  sequestered  and such decree shall have continued  undischarged
and unstayed for a period of thirty (30) days after the entry thereof, or (J) an
involuntary  bankruptcy  reorganization  petition pursuant to any Bankruptcy Law
shall be filed against the Company (and, in the case of any such petition  filed
pursuant  to any  provision  of a statue  which  required  the  approval of such
petition  by a  court,  shall be  approved  by such a court)  and  shall  not be
dismissed within thirty (30) days after such filing.

     7. Demand Upon Event of Default. Upon the occurrence of an Event of Default
specified in Section 6 above,  all Interest and the unpaid  Principal  Amount of
this Note shall become immediately due and payable, without further presentment,
notice or demand for payment.

     8. Expenses of Enforcement.  The Company agrees to pay all reasonable costs
and expenses,  INCLUDING  WITHOUT  LIMITATION  REASONABLE  ATTORNEYS' FEES, AS A
COURT OF  COMPETENT  JURISDICTION  SHALL  AWARD,  WHICH  Holder  shall  incur in
connection  with  any  legal  action  or  legal  proceeding  commenced  for  the
collection of this Note or the exercise, preservation or enforcement of Holder's
rights and remedies thereunder.

     9. Cumulative Rights and Remedies.  All rights and remedies of Holder under
this Note shall be cumulative  and not  alternative  and shall be in addition to
all rights and remedies available to Holder under applicable Law.

     10.  Governing  Law.  This Note shall be  governed by and  interpreted  and
construed in  accordance  with the laws of the State of Illinois.  Any action or
proceeding  arising  under or  pursuant  to this Note  shall be  brought in Cook
County, Illinois.

     IN WITNESS  WHEREOF,  the Company  has caused this Note to be executed  and
delivered at  Westlake,  Ohio by its duly  authorized  officers as if the da and
year first above written.

                                                   RCP ENTERPRISES GROUP, L.L.C.
                                               an Ohio limited liability company


                                                By: /s/ Richard C. Peplin, Jr.
                                                 Richard C. Peplin, Jr., Manager



                                      Page 262
<PAGE>

<TABLE>
<S>
10-10-97               <C>                   <C>                        <C>                  <C>                      <C>

Wiseman
Loan Amount:                        $50,000.00       Load Date:                                            10-13-1997
Term of Loan:                       24               Annual Interest Rate:                          30.000%
Amortization Method:                Normal, 360 D/Y  Interest Compounded:                           Monthly


PMT               Due Date                  Payment Amount    Interest Principal                 Balance

1                 11-17-97                  2,804.96                   1,420.83         1,384.13                   48,615.87
2                 12-17-97                  2,804.96                   1,215.40         1,589.56                   47,026.31
                                            --------                   --------         --------
                  1997 totals               5,609.92                   2,636.23         2,973.69

3                 01-17-98                  2,804.96                   1,175.66         1,629.30                   45,397.01
4                 02-17-98                  2,804.96                   1,134.93         1,670.03                   43,726.96
5                 03-17-98                  2,804.96                   1,093.17         1,711.79                   42,015.19
6                 04-17-98                  2,804.96                   1,050,38         1,754.56                   40,260.61
7                 05-17-98                  2,804.96                   1,006.52         1,798.44                   38,462.17
8                 06-17-98                  2,804.96                      961.55        1,843.41                   36,618.76
9                 07-17-98                  2,804.96                      915.47        1,889.49                   34,729.27
10                08-17-98                  2,804.96                      868.23        1,936.73                   32,792.54
11                09-17-98                  2,804.96                      819.81        1,985.15                   30,807.39
12                10-17-98                  2,804.96                      770.18        2,034.78                   28,772.61
13                11-17-98                  2,804.96                      719.32        2,085.64                   26,686.97
14                12-17-98                  2,804.96                      667.17        2,137.79                   24,549.18
                                            --------                   ---------        --------

                  1998 totals                 33,659.         11,182.39      22,477.13

15                01-17-99                  2,804.96                      613.73        2,191.23                   22,357.95
16                02-17-99                  2,804.96                      558.95        2,246.01                   20,111.94
17                03-17-99                  2,804.96                      502.80        2,302.16                   17,809.78
18                04-17-99                  2,804.96                      445.24        2,359.72                   15,450.06
19                05-17-99                  2,804.96                      386.25        2,418.71                   13,031.35
20                06-17-99                  2,804.96                      325.76        2,479.18                   10,552.17
21                07-17-99                  2,804.96                      263.80        2,541.16                     8,011.01
22                08-17-99                  2,804.96                      200.28        2,604.68                     5,406.33
23                09-17-99                  2,804.96                      135.18        2,669.80                     2,736.53
24                10-17-99                  2,804.96                        68.41       2,736.53                            0.00
                                            --------                   ----------       --------

                  1999 totals                 28,049.58       3,500.40       24,549.18

                  Grand totals                67,319.          17,319.02      50,000.00
</TABLE>

                                      Page 263
<PAGE>


                                    EXHIBIT C

                                    GUARANTY

     This Guaranty is executed in connection with a Loan Agreement dated October
13,  1997 by and between  the TROY D.  WISEMAN AS TRUSTEE OF THE WISEMAN  FAMILY
TRUST UDT  10/31/89,  RICHARD C. PEPLIN,  SR. and those other persons who become
lenders  under the Term  Loan  Agreement  by  adopting  the Term Loan  Agreement
(collectively,  "Lenders"),  RICHARD C.  PEPLIN,  SR., as the initial  agent for
Lenders (Agent") and RCP ENTERPRISES  GROUP,  L.L.C.,  an Ohio limited liability
company ("Borrower").

     The undersigned  ("Guarantor")  hereby requests Lenders to make all or part
of the Loan to Borrower as  contemplated by the Loan Agreement and to accept the
Notes  issued by Borrower to Lenders  pursuant to the Loan  Agreement  ("Notes")
from Borrower.

     1.  Guarantor  hereby  unconditionally  guarantees  and  promises to pay to
Lenders any and all  indebtedness  of Borrower  to Lenders as  evidenced  by the
Notes.

     2. Either before or after revocation  hereof and in such manner,  upon such
terms and at such times as they  considers  best and with or  without  notice to
Guarantor, Lenders may alter, compromise,  accelerate, extend or change the time
or manner for the payment or performance of any indebtedness  hereby guaranteed,
release or add any one or more  guarantors  or endorsers,  accept  additional or
substituted  security thereof,  or release or subordinate any security therefor.
No exercise or nonexercise by Lenders of any right hereby given them, no dealing
by Lenders  with  Borrower or any other  person,  and no change,  impairment  or
suspension  of any right or remedy of Lenders shall in any way affect any of the
obligations  of Guarantor  hereunder  or any security  furnished by Guarantor or
give Guarantor any recourse against Lenders.

     3. Guarantor  waives and agrees not to assert or take advantage of: (a) any
right to require Lenders to proceed against  Borrower or any other person,  firm
or corporation or to proceed against or exhaust any security held by them at any
time or to  pursue  any other  remedy in their  power;  (b) the  defense  of the
statute of  limitations  in any action  hereunder or for the  collection  of any
indebtedness or the  performance of any obligation  guaranteed  hereby;  (c) any
defense that may arise by reason of the incapacity,  lack of authority, death or
disability  of, or  revocation  hereof by, any other or others or the failure of
Lenders to file or enforce a claim against the estate (either in administration,
bankruptcy,  or other proceeding) of any others; (d) demand,  protest and notice
of any kind including,  without limiting the generality of the foregoing, notice
of the existence,  creation or incurring of new or additional indebtedness or of
any  action  or  non-action  on the part of  Borrower,  Lenders,  any  endorser,
creditor of Borrower or  Guarantor  under this or any other  instrument,  or any
other  person  whomsoever,  in  connection  with any  obligation  or evidence of
indebtedness   held  by  Lenders  as  collateral  or  in  connection   with  any
indebtedness  or  obligation  hereby  guaranteed;  (e) any defense based upon an
election of remedies by Lenders,  including without  limitation,  an election to
proceed by nonjudicial rather then judicial foreclosure, which election destroys
or otherwise impairs  subrogation  rights of Guarantor or the right of Guarantor
proceed against Borrower for reimbursement,  or both, if any, including, without
limitation,  the impairment of subrogation  rights arising by virtue of statute;
(f) any defense or right based upon the fair value  deficiency  protections  and
provisions  of  applicable  law; and (g) any  suretyship  defenses  available to
Guarantor under applicable law.

     4.  Guarantor,  by  execution  hereof,   represents  to  Lenders  that  the
relationship between Guarantor and Borrower is such that Guarantor has access to
all relevant facts and information  concerning the indebtedness and Borrower and
that Lenders can rely upon Guarantor's having such access.  Guarantor waives and
agrees not to assert any duty on the part of Lenders to  disclose  to  Guarantor
any facts that Lenders may now or hereafter know about  Borrower,  regardless of
whether Lenders have reason to believe that any such facts  materially  increase
the risk beyond that which Guarantor intends to assume, or has reason to believe
that such facts are unknown to  Guarantor,  or has a reasonable  opportunity  to
communicate  such facts to Guarantor.  Guarantor is fully  responsible for being
and  keeping   informed  of  the   financial   condition  of  Borrower  and  all
circumstances  bearing  on the final  risk of  non-payment  of the  indebtedness
guaranteed hereby.


                                    Page 264
<PAGE>


     5. Until the Notes have been paid in full, Guarantor shall have no right of
subrogation  and waives any right to enforce any remedy which Lenders now has or
may  hereafter  have  against  Borrower  and any  benefit  of and any  right  to
participate in, any security now or hereafter held by Lenders.

     6. The amount of Guarantor's  liability and all rights, powers and remedies
of Lenders  hereunder and under any other agreement now or at any time hereafter
in force between Lenders and Guarantor shall be cumulative and not  alternative,
and such rights,  powers and remedies shall be in addition to all rights, powers
and remedies given to Lenders by law.

     7. Guarantor's  obligations hereunder are independent of the obligations of
Borrower and in the event of any default hereunder, a separate action or actions
may be  brought  and  prosecuted  against  Guarantor  whether  action is brought
against  Borrower  or whether  Borrower is joined in any such action or actions.
Lenders may maintain  successive  actions for other  defaults.  Lender's  rights
hereunder  shall not be  exhausted  by their  exercise to any of their rights or
remedies or by any such action or by any number of successive  actions until and
unless all  indebtedness  and obligations  hereby  guaranteed have been paid and
fully performed.

     8. Guarantor agrees to pay to Lenders without demand reasonable  attorneys'
fees and all  costs  and  other  expenses  which  Lenders  expends  or incurs in
collecting or  compromising  any  indebtedness  of Borrower or in enforcing this
guaranty against Guarantor including, without limitation,  reasonable attorneys'
fees,  costs and other such  expenses  incurred  in any  bankruptcy  proceeding.
Guarantor  warrants  represents  that it is  fully  empowered  to  execute  this
guaranty.

     9.  This  guaranty  shall  bind  Guarantor's  successors  and  assigns.  No
delegation or assignment of this guaranty by Guarantor  shall be of any force or
effect or release Guarantor from any obligation hereunder.

     10. No  provision  of this  guaranty or right of Lenders  hereunder  can be
waived nor can Guarantor be released from his obligations  hereunder except by a
writing  duly  executed by Lenders.  Should any one or more  provisions  of this
Guaranty be determined to be invalid or unenforceable,  the remaining provisions
hereof shall be deemed  severable  therefrom  and shall remain in full force and
effect.

     11. This  Guaranty  shall be governed  by, and  construed  and  enforced in
accordance  with,  the internal  laws of the State of  Illinois.  All actions or
proceedings with respect to this guaranty may be instituted in the courts of the
State of Illinois or a United States  District  Court located in Illinois.  Each
party consents to the jurisdiction of such courts.

     12.  Except as provided in any other  written  agreement now or at any time
hereafter in force between Lenders and Guarantor, this guaranty shall constitute
the entire  agreement  of  Guarantor  with  Lenders  with respect to the subject
matter  hereof  and  no  representation,  understanding,  promise  or  condition
concerning  the subject  matter  hereof  shall be binding  upon  Lenders  unless
expressed  herein or therein.  Any notice to  Guarantor  shall be deemed to have
been duly given when  delivered  personally or five (5) days after being mailed,
postage prepaid,  to 25100 Detroit Road,  Westlake,  Ohio 44145 or to such other
address(s) as Guarantor may from time to time designate by giving written notice
to Lenders.

         Executed by Guarantor on October 13, 1997.

                                                     /s/ Richard C. Peplin, Jr.
                                                         RICHARD C. PEPLIN, JR.


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