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                                  EXHIBIT 10.12
                                 PROMISSORY NOTE


$10,000,000.00                                                  Cincinnati, Ohio
                                                                   June 30, 1998



         FOR VALUE RECEIVED, the undersigned, promises to pay to the order of
The Huntington National Bank (hereinafter called the"Bank"), which term shall
include any holder hereof), at such place as the Bank may designate or, in the
absence of such designation, at any of the Bank's offices, the sum of TEN
MILLION and NO/100 Dollars ($10,000,000.00), or so much thereof as shall have
been advanced by the Bank by December 31, 1998 and not hereafter repaid
(hereinafter called the "Principal Sum") together with interest as hereinafter
provided. The undersigned promise to pay the Principal Sum and the interest
thereon at the times and in the manner hereinafter provided. The proceeds of the
loan evidenced hereby may be advanced in partial amounts during the term hereof
and prior to maturity, provided, that no partial advance of the Principal Sum
shall be for less than $500,000.00, and no partial advance shall be made after
December 31, 1998. Each such advance shall be made to the undersigned upon
receipt by the Bank of disbursement instructions and upon receipt, review and
approval by the Bank of the undersigned's application for an advance, which
shall be in such form and contain such information as the Bank shall from time
to time prescribe.

        The Bank shall be entitled to rely on any oral or telephonic
communication requesting an advance and/or providing disbursement instructions
hereunder, which shall be received by it in good faith from anyone reasonably
believed by the Bank to be the undersigned, or the undersigned's authorized
agent. The undersigned agrees that all partial advances made and payments
received by the Bank will be evidenced by entries made by the Bank into its
electronic data processing system and/or internal memoranda maintained by the
Bank. The undersigned further agrees that the sum or sums shown on the most
recent printout from the Bank's electronic data processing system and/or such
memoranda shall be rebuttably presumptive evidence of the amount of Principal
Sum and of the amount of any accrued interest. Each request for an advance shall
constitute a warranty and representation by the undersigned that no event of
default hereunder or under any related loan documents has occurred and is
continuing and that no event or circumstance which would constitute such an
event of default, but for the requirement that notice be given or time elapse or
both, has occurred and is continuing.

        This Note is executed and any advances contemplated hereunder are to be
made pursuant to a Loan and Security Agreement dated June 30, 1998 and all the
covenants, representations, agreements, terms and conditions contained therein,
including, but not limited to, additional conditions of default and conditions
to any partial advances, are incorporated herein as if fully rewritten.


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INTEREST
--------

         Prior to maturity, unless the Prime Rate Option, as hereafter set
forth, is selected by the undersigned pursuant to the provisions hereof,
interest will accrue on the unpaid balance of the Principal Sum at a variable
rate of interest per annum, which shall change in the manner set forth below,
equal to one and three fourths of one percentage point (1.75%) in excess of the
LIBO Rate, as hereafter defined (the "Contract Rate").

         As used herein, LIBO Rate shall mean the rate obtained by dividing (a)
actual or estimated per annum rates of interest offered to U.S. banks for
deposits in U.S. dollars in the London interbank market for one month periods
and in an aggregate amount comparable to the Principal Sum, as offered and
determined by the Bank in its sole discretion based upon information which
appears on page 3750, captioned "British Bankers Assoc. Interest Settlement
Rates", of Telerate, a service of Telerate systems Incorporated (or such other
page that may replace that page on that service for the purpose of displaying
LIBO rates; or, if such service ceases to be available, such other reasonable
comparable money rate service as the Bank may select) or upon information
obtained from any other reasonable procedure, on each Banking Day; by (b) an
amount equal to one (1) minus the stated maximum rate (expressed as a decimal),
if any, of all reserve requirements (including, without limitation any marginal,
emergency, supplemental, special or other reserves) that is specified on each
date the Contract Rate is determined by the Board of Governors on each date the
Contract Rate is determined by the Board of Governors of the Federal Reserve
System (or any successor agency thereto) for determining the maximum reserve
requirement with respect to eurocurrency funding (currently referred to as
("Eurocurrency liabilities" in Regulation D of such Board) maintained by a
member bank of such System, or any other regulations of any governmental
authority having jurisdiction with respect thereto, all as conclusively
determined by Bank, absent manifest error, such sum to be rounded up, if
necessary, to the nearest whole multiple of one-sixteenth of one percent (1/16
of 1.0%) per annum.

         As used herein, Banking Day shall mean any day other than a Saturday or
Sunday on which banks are open for business in Cincinnati, Ohio and on which
banks in London, England are open for settlement of payments.

        In the event that any applicable law, treaty, rule or regulation
(whether domestic or foreign) now or hereafter in effect, or any interpretation
or administration thereof by any governmental authority charged with the
interpretation or administration thereof, or compliance by the Bank with any
request or directive of such authority (whether or not having the force of law),
including without limitation exchange controls, shall make it unlawful or
impossible for the Bank to offer the Contract Rate under this Note, then and in
any such event, the Bank shall promptly give notice thereof to the undersigned.
In such case, the interest shall immediately begin to accrue, without selection
by the undersigned, at the Prime Rate Option.


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        The Prime Rate Option is a rate equal to the Prime Commercial Rate. As
used herein, Prime Commercial Rate shall mean the rate established by the Bank
from time to time based on its consideration of economic, money market, business
and competitive factors. The Prime Rate Option is a rate equal to the Prime
Commercial Rate. Prime Commercial Rate is not necessarily the lowest lending
rate of The Huntington National Bank.

        Prior to default hereunder or maturity, the undersigned may select as
the rate of interest applicable to this Note either the LIBO Rate Option or the
Prime Rate Option on a monthly basis effective on the first day of the month
following the date notice is received by the holder of this Note, by written
notice or by facsimile transmission, provided such notice is received by the
holder at least three (3) Banking Days prior to such first day of the month.

         Subject to any maximum or minimum interest rate limitation by
applicable law, the Contract Rate shall change automatically, without notice to
the undersigned immediately on each Banking Day with each change in the LIBO
Rate, as applicable, with any change thereto effective as of the opening of
business on the day of the change.

        In the event that any applicable law, treaty, rule or regulation
(whether domestic or foreign) now or hereafter in effect, or any interpretation
or administration thereof by any governmental authority charged with the
interpretation or administration thereof, or compliance by the Bank with any
request or directive of any such authority (whether or not having the force of
law), shall (a) affect the basis of taxation of payments to the Bank of any
amounts payable by the undersigned for under this Note while interest is acruing
at the Contract Rate (other than taxes imposed on the overall net income of the
Bank by the jurisdiction, or by any political subdivision or taxing authority of
any such jurisdiction, in which the Bank has its principal office), or (b) shall
impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit
extended by the Bank, or (c) shall impose any other condition, requirement or
charge with respect to this Note (including, without limitation, any capital
adequacy requirement, any requirement which affects the manner in which the Bank
allocates capital resources to its commitments or any similar requirement), and
the result of any of the foregoing is to increase the cost to the Bank of making
or maintaining the loan evidenced thereby, to reduce the amount of any sum
receivable by the Bank thereon, or to reduce the rate of return on the Bank's
capital, then the undersigned shall pay to the Bank, from time to time, upon
request of the Bank, additional amounts sufficient to compensate the Bank for
such increased cost, reduced sum receivable or reduced rate of return to the
extent the Bank is not compensated therefor in the computation of the interest
rates applicable to the Principal Sum. A detailed statement as to the amount of
such increased cost, reduced sum receivable or reduced rate of return, prepared
in good faith and submitted by the Bank to the undersigned, shall be conclusive
and binding for all purposes relative to the Bank, absent manifest error in
computation. This provision shall survive the payment in full of this Note.

         If the undersigned makes any payment of principal on any other date
than as agreed under this Note, or fails to make any payment of principal or
interest when due or at the maturity, the undersigned shall reimburse the Bank
on demand for any resulting loss or expense incurred by the Bank, determined in
the Bank's reasonable opinion, including without limitation any loss 




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incurred in obtaining, liquidating or employing deposits from third parties. A
detailed statement as to the amount of such loss or expense, prepared in good
faith and submitted by the Bank to the undersigned shall be conclusive and
binding for all purposes absent manifest error in computation.

MANNER OF PAYMENT
-----------------

         Payment of the Principal Sum and interest thereon shall be paid as
follows:

         (1) All accrued interest, shall be due and payable on the 30th day of
each month, except for the month of February when payment shall be due and
payable on the last day of February, commencing on July 30, 1998, and continuing
each month thereafter until maturity; and

         (2) The Principal Sum shall be due and payable: (i) as each Model Home
is sold, on the date of each sale in an amount equal to the amount originally
advanced for each Model Home; and (ii) in three consecutive annual installment
payments beginning on June 30, 1999. Each installment payment of the Principal
Sum, shall be in an aggregate amount equal to not less than one fifth of the
Principal Sum except that the final installment payment shall be for the unpaid
balance. Accrued interest shall be payable on the same dates as installment
payments of the Principal Sum.

LATE CHARGE
-----------

        Any installment payment or other payment not made within 10 days of the
date such payment is due shall be subject to a late charge equal to 5% of the
amount of the payment.

DEFAULT RATE
------------

        Upon the occurrence of any default by the undersigned, whether by
acceleration or otherwise, interest shall accrue on the unpaid balance of the
Principal Sum and unpaid interest, if any, until paid at a rate equal to two
percent (2%) per annum in excess of the Contract Rate.

MATURITY
--------

        Unless sooner paid in full by prepayment, acceleration or otherwise,
this Note shall mature and the Principal Sum shall be due and payable on June
30, 2001, with all accrued interests and costs as provided herein.

SECURITY
--------

         As security for the payment of the obligations evidenced hereby, and of
all other obligations and liabilities of the undersigned to the Bank, whether
now existing or hereafter arising, the undersigned hereby grants the Bank a
first and best security interest in all of the undersigned's assets, including,
without limitation, all equipment, inventory, receivables, 



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furniture, general intangibles, real property, improvements, fixtures, cash and
leases, and all substitutions and additions thereto, whether existing now or in
the future and the proceeds thereof (all, together with any other property in
which the Bank shall at any time be given a security interest, hereinafter
referred to as the "Collateral") and an Unconditional Guaranty of Payment and
Performance executed by Allen G. Zaring, III. The obligations evidenced hereby
may from time to time be evidenced by another note or notes given in
substitution, renewal or extension hereof, and the Bank's security interest in
or any mortgage on the Collateral shall remain in force and effect
notwithstanding any such substitution, renewal, or extension. All remedies
provided for herein upon any default by the undersigned shall be cumulative and
not exclusive.

         If, at the time of payment and discharge hereof, any of the undersigned
shall be then directly or contingently liable to the Bank as maker, indorser,
surety or guarantor of any other Note, bill of exchange, or other instrument,
then the Bank may continue to hold any of the collateral as security therefor,
even though this Note shall have been surrendered to the undersigned. The Bank
shall not be bound to take any steps necessary to preserve any rights in the
Collateral against prior parties. If any obligation evidenced by this Note is
not paid when due, the Bank may, at its option, demand, sue for, collect or make
any compromise or settlement it deems desirable with reference to the
Collateral, and shall have the rights of a secured party under the law of the
State of Ohio, and the undersigned shall be liable for any deficiency.

        Upon receipt of payment from the Borrower in the amount of the original
amount advance on any Model Homes, said Model Home shall be released from the
Mortgage and the security interest provided in the Loan and Security Agreement
to the Huntington.

DEFAULT
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         Upon the occurrence of any of the following events:

         (1) the undersigned fails to make any payment within ten (10) days of
when due hereunder or to perform any obligation of the undersigned to the Bank;

         (2) the undersigned fails to do all things necessary to preserve and
maintain the value and collectibility of the Collateral;

         (3) any event occurs and continues which constitutes a default by any
of the undersigned under any other obligation to or agreement with the Bank;

         (4) the aggregate value of the Collateral material declines in value or
becomes unsatisfactory to the Bank and the undersigned fails to furnish
immediately upon request additional Collateral satisfactory to Bank;

         (5) any guarantor revokes its guaranty, or any event occurs and
continues which constitutes a default by any guarantor under its guaranty;



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         (6) the undersigned fails to furnish true and complete financial
statements from time to time on request of the Bank as provided in Section 8 of
the Loan and Security Agreement;

         (7) the death or dissolution of any of the undersigned, or any
endorser, surety, accommodation party or guarantor;

         (8) any representation, warranty or other information given to the Bank
by any of the undersigned, or by any indorser, surety, accommodation party or
guarantor proves to be false, untrue or misleading; or

then the Bank may, at its option, without notice or demand, accelerate the
maturity of the obligations evidenced hereby, which obligations shall become
immediately due and payable. In the event the Bank shall institute any action
for the enforcement or collection of the obligations evidenced hereby, the
undersigned agree to pay all costs and expenses of such action, including
reasonable attorneys' fees, to the extend permitted by law.

GENERAL PROVISIONS
------------------

         All of the parties hereto, including the undersigned, and any indorser,
surety, accommodation party or guarantor, hereby: (1) severally waive
presentment, notice of dishonor, protest, notice of protest, and diligence in
bringing suit against any party hereto; (2) consent that, without discharging or
modifying the duties of any of them and without notice, the Bank may (A) extend
the time of payment an unlimited number of times before or after maturity, (B)
grant any other indulgence at any time and from time to time to any party
hereto, (C) delay in exercising or omit to exercise any right against, or delay
in taking or omit to take any action to collect from or pursue the Bank's
remedies against, any party hereto, (D) release or modify any collateral,
security or guaranties; and (3) severally waive any claim, right or remedy which
such party may now have or hereafter acquire against any other party or parties
hereto that arises hereunder and/or from the performance by such party hereunder
including, without limitation, any claim, remedy or right of subrogation,
reimbursement, exoneration, contribution, indemnification or participation in
any claim, right or remedy of the Bank against the other party or parties, or
any security which the Bank now has or hereafter acquires, whether such claim,
right or remedy arises in equity, under contract, by statute, under common law
or otherwise. The Bank shall not be required to pursue any party hereto,
including any guarantor, or to exercise any rights against any Collateral
herefor before exercising any other such rights.

        No waiver of any term or condition of this Note shall be effective
unless in writing and signed by the party giving or granting the waiver. No
amendment of any term or condition of this Note shall be effective unless in
writing and signed by the undersigned and the Bank. No failure or delay on the
part of the Bank in exercising any right, power or privilege under this Note,
related loan documents or law nor any course of dealing, shall operate as a
waiver of such right, power or privilege or preclude any other or further
exercise thereof or of any other right, power or privilege.



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        The captions used herein are for reference only and shall not be deemed
a part of this Note. If any of the terms or provisions of this Note shall be
deemed unenforceable, the enforceability of the remaining terms and provisions
shall not be affected. This Note shall be governed by and construed in
accordance with the law of the State of Ohio.

         The undersigned agrees that, to the extent that any of the undersigned
make a payment or payments to the Bank, or the Bank receives any proceeds of
Collateral, which payment or payments or proceeds or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to any of the undersigned, its estate, trustee,
receiver or any other party, including without limitation any guarantor, under
any bankruptcy law, state or federal law, common law or equitable cause, then to
the extent of such payment or repayment, the obligations under this Note or the
part thereof which has been paid, reduced or satisfied by such amount shall be
reinstated and continued in full force and effect as of the date such initial
payment, reduction or satisfaction occurred.



                                             BORROWER:

                                             FIRST CINCINNATI LEASING LLC,
                                             an Ohio limited liability company



                                             By: /s/ ALLEN G. ZARING, III
                                                --------------------------------
                                                     Allen G. Zaring, III
                                             Its:    Sole Member and Manager


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