TERM NOTE

  $2,400,000.00                                            Wheeling, WV
                                                           October 16,  1998

          FOR VALUE RECEIVED, the undersigned, OHIO KEY I, INC. and OHIO KEY II,
INC., Florida corporations (hereinafter collectively called "Borrower"),
promises to pay to the order of WESBANCO BANK WHEELING, a West Virginia banking
corporation (hereinafter called "Bank"), at the principal office of the Bank in
Wheeling, West Virginia, or such other place as the holder hereof may designate
in writing, the principal sum of TWO MILLION FOUR HUNDRED THOUSAND DOLLARS
($2,400,000.00), together with interest on the unpaid balance hereof at the rate
of Seven and One-half Percent (7-1/2%) per annum.

         The interest on said Term Note and the principal thereof shall be
repaid in the following manner:

                   (a) Interest only payments for the period of two (2) years
          from and after the date hereof, with interest payments beginning on
          the 16th day of November, 1998, and continuing for a period of
          twenty-four (24) months thereafter. The Bank shall submit to the
          Borrower monthly invoices for the amount of interest due on this Term
          Note .which shall be promptly paid by the Borrower within ten (10)
          days of receipt thereof.

                   (b) Beginning on the 16th day of October, 2000, Borrower
          shall institute monthly payments of both principal and interest in the
          amount of Seventeen Thousand Seven Hundred Thirty-six Dollars
          ($17,736.00). Borrower shall make such monthly payments of principal
          and interest on the same day of each month thereafter until the fifth
          anniversary of the date of execution hereof.

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                   (c) Any unpaid principal balance and all unpaid and accrued
          interest, if not sooner paid, shall be paid in full on the fifth
          anniversary from and after the date of execution hereof, namely the
          16th day of October, 2003.

          Borrower may prepay the principal amount outstanding in whole or in
part. Any partial prepayment shall be applied against the principal amount and
shall not postpone the due date of any subsequent monthly installment or change
the amount of such installments.

          Presentment, notice of dishonor and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Term Note shall be the
joint and several obligation of all makers, sureties, guarantors and endorsers
and shall be binding upon them and their successors and assigns.

          The indebtedness evidenced by this Term Note is secured by a Deed of
Trust of even date herewith and a Loan and Security Agreement and references are
hereby made to said instruments for rights as to acceleration of the
indebtedness evidenced by this Term Note.

                                            OHIO KEY I, INC.

                                            By  /s/  C. John Knorr, Jr.     
                                                -----------------------     
                                                   Its    President    

                                            OHIO KEY II, INC.

                                            By  /s/  C. John Knorr, Jr.     
                                                -----------------------     
                                                   Its    President    

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