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                                                                   Exhibit 10.21


                              TERM PROMISSORY NOTE

                                                                Cincinnati, Ohio
$15,000,000.00                                                    March 31, 1999


         The undersigned, for value received, hereby promises to pay to the
order of THE PROVIDENT BANK, its successors or assigns (the "Bank"), the sum of
FIFTEEN MILLION DOLLARS ($15,000,000.00), which amount was loaned to the
undersigned pursuant to the provisions of the Loan and Security Agreement
between the undersigned and the Bank dated March 31, 1999 (as the same may
hereafter be amended and modified from time to time, the "Loan Agreement"),
together with interest thereon at the Prime TL Rate (as hereinafter defined) per
annum until maturity. Upon the occurrence of any Event of Default (as defined in
the Loan Agreement) and for so long thereafter as such Event of Default
continues, this Note shall bear interest at a rate 4% per annum greater than the
Prime TL Rate (the "Default Rate"). Interest on this Note will be calculated on
the basis of the actual number of days elapsed over an assumed year consisting
of 360 days.

         For purposes of this Note, the following capitalized terms, when used
herein, shall have the indicated meanings:

                  Prime TL Rate shall mean, as of any date, the Prime Rate (as
         in effect from time to time), plus one percent (1%). The Prime TL Rate
         shall change each time and as of the date of change of the Prime Rate.

                  Prime Rate shall mean that annual percentage rate of interest
         which is established by Bank from time to time as its prime rate,
         whether or not such rate is publicly announced, which provides a base
         to which loan rates may be referenced. The Prime Rate is not
         necessarily the lowest lending rate of Bank.

         Capitalized terms used in this Note and not otherwise defined shall
have the meanings ascribed thereto in the Loan Agreement.

         Interest on this Note shall be due and payable monthly in arrears
commencing on May 1, 1999 and on or before the first day of each calendar month
thereafter, and on the date this Note is due (whether by maturity, acceleration
or otherwise).

         The entire outstanding principal and all remaining accrued interest on
this Note and all other charges payable pursuant to the Loan Agreement shall be
due and payable in full on or before the earlier of (as the case may be, the
"Maturity Date") (a) the thirty nine (39) month anniversary of the Closing Date
or (b) ninety (90) days following the exercise of the Put or the Call pursuant
to the Securityholders Agreement, or the earlier date upon which the proceeds of
the Put or Call transaction are received by Borrower.

         Except as set forth in the proviso to this sentence, the principal
amount of this Note may be prepaid in whole or in part, at any time and from
time to time, provided, however, that there shall be a three percent (3%)
prepayment fee for any prepayment in whole or in part from funds generated
outside of the terms of the Securities Purchase Agreement.

         In addition to the payments required by the next two sentences of this
paragraph, the undersigned shall make three mandatory annual payments of the
principal amount of this Note, each of which


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payments shall be in the amount of $1,470,392 and shall be due and payable on or
before each of March 15, 2000, March 15, 2001 and March 15, 2002. In addition to
the payments required by the immediately preceding sentence or by the last
sentence of this paragraph, in the event there is Positive Cash Flow for any two
consecutive full calendar quarters, within 45 days after the end of the second
of such two calendar quarters the undersigned shall make a principal payment to
Bank in an amount equal to the aggregate Positive Cash Flow for such two
calendar quarters, and thereafter the undersigned shall make principal payments
to Bank within 45 days after the end of each calendar quarter in an amount equal
to the cumulative Positive Cash Flow (if any) for the most recently ended
calendar quarter (the "Positive Cash Flow Payments") until the aggregate amount
of Positive Cash Flow Payments made by the undersigned to Bank equals or exceeds
Four Million Dollars ($4,000,000.00); provided, however, that if the HomeMax
Cash Flow for any quarter after the first two consecutive quarters of Positive
Cash Flow is less than zero (the "Negative Quarter"), no Positive Cash Flow
Payments shall be required until the end of the next succeeding quarter during
which the cumulative HomeMax Cash Flow since the beginning of the Negative
Quarter is greater than zero. In addition to the payments required by the first
two sentences of this paragraph, the undersigned shall make further payments to
Bank of the proceeds realized from the exercise of the Put or the Call pursuant
to the Securityholders Agreement to the extent necessary to result in the
payment in full of the principal and all remaining accrued interest on this Note
and all other charges payable pursuant to the Loan Agreement.

         If any payment of principal or interest is not paid on the date due, or
if the undersigned shall otherwise be in default in the performance of any
obligations hereunder, under the Loan Agreement or under any of the other Loan
Documents, the Bank, at its option, may charge and collect, or add to the unpaid
principal balance hereof, a late charge of up to $250.00 for each such
delinquency to cover the extra expense incident to handling delinquent accounts,
and/or increase the interest rate on the unpaid principal and interest hereof to
the Default Rate.

         If any payment of principal or interest is not paid on the date due, or
if any other Event of Default as described in the Loan Agreement shall occur,
this Note shall, at the option of the Bank, become immediately due and payable,
without demand or notice, and the Bank may exercise all rights and remedies
provided herein, in the Loan Agreement or in the other Loan Documents or
otherwise available at law or in equity; provided, however, that upon the
occurrence of an Event of Default as described in Section 9.1(j) of the Loan
Agreement, this Note shall, without demand or notice, become automatically and
immediately due and payable in full.

         This Note is secured by all of the Borrower Collateral. The undersigned
also hereby authorizes Bank, at Bank's option to charge any account or charge or
increase any Loan balance of the undersigned at Bank for the payment or
repayment of any interest or principal of the Loan, or any fees, charges or
other amounts due to Bank hereunder or under the other Loan Documents, as and
when the same become due and payable hereunder, or under the other Loan
Documents.

         The undersigned hereby agrees that all of its obligations hereunder
(including, without limitation, its obligations to pay principal and interest
hereunder, collectively hereinafter referred to as the "Note Obligations") shall
be unconditional, irrespective of (i) the validity or enforceability against the
undersigned or any Collateral Party of the Note Obligations or of this Note or
any other promissory note or other Loan Document evidencing or securing all or
any part of the Note Obligations, (ii) the absence of any attempt to collect the
Note Obligations from the undersigned or any Collateral Party or other action to
enforce the same, (iii) the waiver or consent by Bank with respect to any
provision of this Note or any other Loan Document evidencing the Note
Obligations, or any part thereof, or any other agreement now or hereafter
executed by the undersigned or any Collateral Party and delivered to Bank, (iv)
failure by Bank to take any steps to perfect and maintain its security interest
in, or to preserve its rights to, any security or Collateral for the Note
Obligations, (v) Bank's election, in any proceeding


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instituted under the Bankruptcy Code, of the application of Section 1111(b)(2)
of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by
the undersigned or any Collateral Party as


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debtor-in-possession, under Section 364 of the Bankruptcy Code, (vii) the
disallowance of all or any portion of Bank's claim(s) for repayment of the Note
Obligations under Section 502 of the Bankruptcy Code, or (viii) any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense.

         The undersigned hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of receivership or
bankruptcy of the other undersigned, protest or notice with respect to the Note
Obligations and all demands whatsoever, and covenants that the undersigned will
not be discharged, except by complete performance and payment of the Note
Obligations. Upon any Event of Default, Bank may, at its sole election, proceed
directly and at once, without notice, against the undersigned to collect and
recover the full amount or any portion of the Note Obligations, without first
proceeding against any security or Collateral for the Note Obligations. Bank
shall have the exclusive right to determine the application of payments and
credits, if any, from the undersigned, or from any other Person on account of
the Note Obligations or of any other liability of the undersigned to Bank.

         At any time after maturity of the Note Obligations, Bank may, in its
sole discretion, without notice to the undersigned and regardless of the
acceptance of any security or collateral for the payment hereof, appropriate and
apply toward the payment of the Note Obligations (i) any indebtedness due or to
become due from Bank to the undersigned, and (ii) any moneys, credits, deposits,
account balances or other property belonging to the undersigned, now existing or
at any time held by or coming into the possession of Bank or any affiliate of
Bank.

         No delay on the part of Bank in the exercise of any right or remedy
shall operate as a waiver thereof, and no single or partial exercise by Bank of
any right or remedy shall preclude any further exercise thereof, nor shall any
modification or waiver of any of the provisions hereof be binding upon Bank,
except as expressly set forth in a writing duly signed and delivered on Bank's
behalf by an authorized officer or agent of Bank. Bank's failure at any time or
times hereafter to require strict performance by the undersigned of any of the
provisions, warranties, terms and conditions contained in this Note or any other
Loan Document shall not waive, affect or diminish any right of Bank at any time
or times hereafter to demand strict performance thereof and such right shall not
be deemed to have been waived by any act or knowledge of Bank, its agents,
officers or employees, unless such waiver is contained in an instrument in
writing signed by an officer or agent of Bank and directed to the undersigned
specifying such waiver. No waiver by Bank of any Event of Default shall operate
as a waiver of any other Event of Default or the same Event of Default on a
future occasion, and no action by Bank permitted hereunder shall in any way
affect or impair Bank's rights or the obligations of the undersigned hereunder.
Any determination by a court of competent jurisdiction of the amount of any
principal and/or interest owing by the undersigned to Bank on the Note
Obligations shall be conclusive and binding on the undersigned irrespective of
whether the undersigned was not a party to the suit or action in which such
determination was made. The undersigned agrees, consents to and confirms that
any extension of any statute of limitations resulting from any payment of the
obligations by the undersigned, any guarantor or any other Person and affecting
enforcement or collection of the obligations of the undersigned, or of the
liabilities of the undersigned hereunder shall to the same degree also extend
any statute of limitations affecting enforcement and collection of the Note
Obligations hereunder.

         The undersigned hereby represents that the purpose of the loan
evidenced by this Note is to refinance outstanding indebtedness, and that no
portion of the proceeds of this Note will constitute "purpose credit" as such
term is defined in Regulation U, 12 CFR 221.1 et. seq.

         The provisions of this Note shall be governed by and interpreted in
accordance with the laws of the State of Ohio.

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         AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE BANK TO EXTEND CREDIT TO
THE UNDERSIGNED, AND AFTER HAVING THE OPPORTUNITY TO CONSULT COUNSEL, THE
UNDERSIGNED AND ALL INDORSERS HEREBY EXPRESSLY WAIVE THE RIGHT TO TRIAL BY JURY
IN ANY LAWSUIT OR PROCEEDING RELATED TO THIS NOTE OR ARISING IN ANY WAY FROM ANY
INDEBTEDNESS OR OTHER TRANSACTIONS INVOLVING THE BANK AND THE UNDERSIGNED.

         The undersigned hereby designates all courts of record sitting in
Cincinnati, Ohio and having jurisdiction over the subject matter, state and
federal, as the exclusive forums where any action, suit or proceeding in respect
of or arising from or out of this Note, its making, validity or performance,
shall be prosecuted as to all parties, their successors and assigns, and by the
foregoing designation the undersigned consents to the jurisdiction and venue of
such courts.


         IN WITNESS WHEREOF, the undersigned, by its duly authorized officer,
has executed this Note in the City of Cincinnati, County of Hamilton, State of
Ohio, as of the date and year first above written.


                                       ZARING NATIONAL CORPORATION



                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________