SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934


                NTS-Properties V, a Maryland Limited Partnership
                ------------------------------------------------
                                (Name of Issuer)


                          Limited Partnership Interests
                          -----------------------------
                         (Title of Class of Securities)


                                    62942E308
                                    ---------
                                 (CUSIP Number)

                                 J. D. Nichols,
                            Managing General Partner
                           NTS-Properties Associates V
                             10172 Linn Station Road
                           Louisville, Kentucky 40223
                                 (502) 426-4800

                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                February 10, 2000

             (Date of Event which Requires of Filing this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box: [ ]



<PAGE>


CUSIP No. 62942E308                                                 Page 2 of 14

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                                  Introduction
                                  ------------

     This  Schedule  13D is being  filed on behalf of:  J.D.  Nichols;  Brian F.
Lavin;  ORIG, LLC, a Kentucky limited liability company of which Mr. Nichols and
Mr. Lavin are the managing members ("ORIG");  Ocean Ridge  Investments,  Ltd., a
Florida limited  partnership ("Ocean Ridge");  and NTS- Properties  Associates V
(the "General Partner"), a Kentucky limited partnership. Mr. Nichols, Mr. Lavin,
ORIG,  Ocean Ridge and the General  Partner  (the  "Reporting  Persons")  may be
deemed to  constitute  a "group"  within the meaning of Section  13(d)(3) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"). This filing amends
and supplements two previous Schedule 13D's. The first was filed on February 21,
1997, by BKK  Financial,  Inc.,  an Indiana  corporation  ("BKK"),  which is the
general  partner of Ocean  Ridge.  The second was filed on February 5, 1999,  on
behalf of Mr. Nichols, Mr. Lavin, ORIG, Ocean Ridge and the General Partner, and
supplemented and amended the February 21, 1997 filing.  In addition to these two
filings,  final amendments to Schedule 14D-1's intended to satisfy the reporting
obligations  of the  Reporting  Persons  under Section 13(d) of the Exchange Act
were filed on February 16, 1999 and January 11, 2000, in connection  with tender
offers for limited  partnership  interests  ("Interests") of NTS-Properties V, a
Maryland Limited Partnership (the "Partnership").

     On  February  10,  2000,  pursuant  to  an  Agreement,  Bill  of  Sale  and
Assignment,  ORIG  purchased  1,604  Interests  from  limited  partners  of  the
Partnership  for total  consideration  of  $425,942,  for an  average  price per
Interest of $265.55.  In addition,  from February 2000 through  September  2000,
ORIG purchased an additional 162 Interests from limited  partners in a series of
transactions for total  consideration of $37,260,  for an average purchase price
per Interest of $230.  As a result of these  purchases,  the number of Interests
owned  by ORIG  increased  from  2,804  to  4,570.  As the  result  of  previous
transactions,  Ocean Ridge owns 2,632  Interests,  and the General  Partner owns
five  Interests.  The number of  Interests  owned by Ocean Ridge and the General
Partner  have not  changed  since the  filing of the  previous  Schedule  13D on
February 16, 1999.

         The  total  number of  Interests  beneficially  owned by the  Reporting
Persons is 7,207, or 23.5% of the outstanding Interests of the Partnership.  The
Reporting  Persons under this Schedule are hereby amending the filings described
above to reflect the increase in the number of Interests  beneficially  owned by
them as a result of the purchase of Interests by ORIG from February 2000 through
September 2000.



<PAGE>


CUSIP No. 62942E308                                                 Page 3 of 14

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1)   Names of  Reporting  Persons  S.S. or I.R.S.  Identification  Nos. of Above
     Persons

     J. D. Nichols
--------------------------------------------------------------------------------

2)   Check the Appropriate Box if a Member of a Group (See Instructions)

     (a)      [ ]

     (b)      [X]
--------------------------------------------------------------------------------

3)   SEC Use Only
--------------------------------------------------------------------------------

4)   Source of Funds: BK
--------------------------------------------------------------------------------

5)   Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
     or 2(e) [ ]
--------------------------------------------------------------------------------

6)   Citizenship or Place of Organization: U.S.A.
--------------------------------------------------------------------------------

Number of Shares Beneficially Owned by Each Reporting Person With:

     7)       Sole Voting Power                  7,207(1)(2)
--------------------------------------------------------------------------------

     8)       Shared Voting Power                0
--------------------------------------------------------------------------------

     9)       Sole Dispositive Power             7,207(1)(2)
--------------------------------------------------------------------------------

     10)      Shared Dispositive Power           0
--------------------------------------------------------------------------------

11)  Aggregate Amount Beneficially Owned by Each Reporting Person: 7,207(1)(2)
--------------------------------------------------------------------------------

12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
--------------------------------------------------------------------------------

13)  Percent of Class Represented by Row (11): 23.5%
--------------------------------------------------------------------------------

14)  Type of Reporting Person: IN
--------------------------------------------------------------------------------


(1)  Includes:  (i) five Interests  owned by the General  Partner,  of which Mr.
     Nichols is the managing  general  partner;  (ii) 2,632  Interests  owned by
     Ocean Ridge; and (iii) 4,570 Interests owned by ORIG.

(2)  Mr. Nichols disclaims beneficial  ownership of 3,094 Interests,  including:
     (i) 2,632 Interests owned by Ocean Ridge;  (ii) five Interests owned by the
     General Partner; and (iii) 457, or 10%, of the Interests owned by ORIG.


<PAGE>


CUSIP No. 62942E308                                                 Page 4 of 14

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1)   Names of  Reporting  Persons  S.S. or I.R.S.  Identification  Nos. of Above
     Persons

     Brian F. Lavin
--------------------------------------------------------------------------------

2)   Check the Appropriate Box if a Member of a Group (See Instructions)

     (a)      [ ]

     (b)      [X]
--------------------------------------------------------------------------------

3)   SEC Use Only
--------------------------------------------------------------------------------

4)   Source of Funds: BK
--------------------------------------------------------------------------------

5)   Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
     or 2(e) [ ]
--------------------------------------------------------------------------------

6)   Citizenship or Place of Organization: U.S.A.
--------------------------------------------------------------------------------

Number of Shares Beneficially Owned by Each Reporting Person With:

     7)       Sole Voting Power                  0
--------------------------------------------------------------------------------

     8)       Shared Voting Power                7,207(1)(2)
--------------------------------------------------------------------------------

     9)       Sole Dispositive Power             0
--------------------------------------------------------------------------------

     10)      Shared Dispositive Power           7,207(1)(2)
--------------------------------------------------------------------------------

11)  Aggregate Amount Beneficially Owned by Each Reporting Person: 7,207(1)(2)
--------------------------------------------------------------------------------

12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
--------------------------------------------------------------------------------

13)  Percent of Class Represented by Row (11): 23.5%
--------------------------------------------------------------------------------

14)  Type of Reporting Person: IN
--------------------------------------------------------------------------------


(1)  Includes:  (i) five  Interests  owned by the  General  Partner;  (ii) 2,632
     Interests owned by Ocean Ridge; and (iii) 4,570 Interests owned by ORIG.

(2)  Mr. Lavin disclaims beneficial ownership of 6,750 Interests, including: (i)
     2,632  Interests  owned by Ocean Ridge;  (ii) five  Interests  owned by the
     General Partner; and (iii) 4,113, or 90%, of the Interests owned by ORIG.


<PAGE>


CUSIP No. 62942E308                                                 Page 5 of 14

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1)   Names of  Reporting  Persons  S.S. or I.R.S.  Identification  Nos. of Above
     Persons

     Ocean Ridge Investments, Ltd., a Florida limited partnership
--------------------------------------------------------------------------------

2)   Check the Appropriate Box if a Member of a Group (See Instructions)

     (a)      [ ]

     (b)      [X]
--------------------------------------------------------------------------------

3)   SEC Use Only
--------------------------------------------------------------------------------

4)   Source of Funds: BK
--------------------------------------------------------------------------------

5)   Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
     or 2(e) [ ]
--------------------------------------------------------------------------------

6)   Citizenship  or Place of  Organization:  Ocean  Ridge is a Florida  limited
     partnership
--------------------------------------------------------------------------------

Number of Shares Beneficially Owned by Each Reporting Person With:

     7)       Sole Voting Power                  0
--------------------------------------------------------------------------------

     8)       Shared Voting Power                7,207(1)(2)
--------------------------------------------------------------------------------

     9)       Sole Dispositive Power             0
--------------------------------------------------------------------------------

     10)      Shared Dispositive Power           7,207(1)(2)
--------------------------------------------------------------------------------

11)  Aggregate Amount Beneficially Owned by Each Reporting Person: 7,207(1)(2)
--------------------------------------------------------------------------------

12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
--------------------------------------------------------------------------------

13)  Percent of Class Represented by Row (11): 23.5%
--------------------------------------------------------------------------------

14)  Type of Reporting Person: PN
--------------------------------------------------------------------------------


(1)  Includes:  (i) five  Interests  owned by the  General  Partner;  (ii) 2,632
     Interests owned by Ocean Ridge; and (iii) 4,570 Interests owned by ORIG.

(2)  Ocean Ridge disclaims beneficial  ownership of 4,575 Interests,  including:
     (i) five Interests owned by the General  Partner;  and (ii) 4,570 Interests
     owned by ORIG.


<PAGE>


CUSIP No. 62942E308                                                 Page 6 of 14

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1)   Names of  Reporting  Persons  S.S. or I.R.S.  Identification  Nos. of Above
     Persons

     ORIG, LLC, a Kentucky limited liability company
--------------------------------------------------------------------------------

2)   Check the Appropriate Box if a Member of a Group (See Instructions)

     (a)      [ ]

     (b)      [X]
--------------------------------------------------------------------------------

3)   SEC Use Only
--------------------------------------------------------------------------------

4)   Source of Funds: BK
--------------------------------------------------------------------------------

5)   Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
     or 2(e) [ ]
--------------------------------------------------------------------------------

6)   Citizenship or Place of Organization:  ORIG is a Kentucky limited liability
     company
--------------------------------------------------------------------------------

Number of Shares Beneficially Owned by Each Reporting Person With:

     7)       Sole Voting Power                  0
--------------------------------------------------------------------------------

     8)       Shared Voting Power                7,207(1)(2)
--------------------------------------------------------------------------------

     9)       Sole Dispositive Power             0
--------------------------------------------------------------------------------

     10)      Shared Dispositive Power           7,207(1)(2)
--------------------------------------------------------------------------------

11)  Aggregate Amount Beneficially Owned by Each Reporting Person: 7,207(1)(2)
--------------------------------------------------------------------------------

12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
--------------------------------------------------------------------------------

13)  Percent of Class Represented by Row (11): 23.5%
--------------------------------------------------------------------------------

14)  Type of Reporting Person: OO
--------------------------------------------------------------------------------


(1)  Includes:  (i) five  Interests  owned by the  General  Partner;  (ii) 2,632
     Interests owned by Ocean Ridge; and (iii) 4,570 Interests owned by ORIG.

(2)  ORIG disclaims  beneficial  ownership of 2,637  Interests,  including:  (i)
     2,632 Interests owned by Ocean Ridge;  and (ii) five Interests owned by the
     General Partner.

<PAGE>


CUSIP No. 62942E308                                                 Page 7 of 14

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

1)   Names of  Reporting  Persons  S.S. or I.R.S.  Identification  Nos. of Above
     Persons

     NTS-Properties Associates V, a Kentucky limited partnership
--------------------------------------------------------------------------------

2)   Check the Appropriate Box if a Member of a Group (See Instructions)

     (a)      [ ]

     (b)      [X]
--------------------------------------------------------------------------------

3)   SEC Use Only
--------------------------------------------------------------------------------

4)   Source of Funds: BK
--------------------------------------------------------------------------------

5)   Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
     or 2(e) [ ]
--------------------------------------------------------------------------------

6)   Citizenship  or Place of  Organization:  NTS-Properties  Associates  V is a
     Kentucky limited partnership
--------------------------------------------------------------------------------

Number of Shares Beneficially Owned by Each Reporting Person With:

     7)       Sole Voting Power                  0
--------------------------------------------------------------------------------

     8)       Shared Voting Power                7,207(1)(2)
--------------------------------------------------------------------------------

     9)       Sole Dispositive Power             0
--------------------------------------------------------------------------------

     10)      Shared Dispositive Power           7,207(1)(2)
--------------------------------------------------------------------------------

11)  Aggregate Amount Beneficially Owned by Each Reporting Person: 7,207(1)(2)
--------------------------------------------------------------------------------

12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
--------------------------------------------------------------------------------

13)  Percent of Class Represented by Row (11): 23.5%
--------------------------------------------------------------------------------

14)  Type of Reporting Person: PN
--------------------------------------------------------------------------------


(1)  Includes:  (i) five  Interests  owned by the  General  Partner;  (ii) 2,632
     Interests owned by Ocean Ridge; and (iii) 4,570 Interests owned by ORIG.

(2)  The General  Partner  disclaims  beneficial  ownership of 7,202  Interests,
     including:  (i)  2,632  Interests  owned by  Ocean  Ridge;  and (ii)  4,570
     Interests owned by ORIG.


<PAGE>


CUSIP No. 62942E308                                                 Page 8 of 14

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Item 2.           Identity and Background.

The information required under this Item 2 is provided for each of the Reporting
Persons and other  persons  required  to be listed  pursuant  to  Instruction  C
thereto on this  Schedule  13D.  The  Reporting  Persons may be deemed a "group"
within the meaning of Section 13(d)(3) of the Exchange Act.

ORIG, LLC:
---------

         ORIG's address is 10172 Linn Station Road, Louisville,  Kentucky 40223.
The  principal  business of ORIG is to invest in limited  partnerships  that own
commercial and residential real estate. During the past five years, ORIG has not
been the subject of any criminal  proceedings.  During the past five years, ORIG
was not a party to a civil  proceeding of a judicial or  administrative  body of
competent jurisdiction,  nor was it subject to a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject to, federal or
state securities laws or finding any violations of such laws.

Ocean Ridge:
-----------

         Ocean Ridge's address is 10172 Linn Station Road, Louisville,  Kentucky
40223.  The  principal   business  of  Ocean  Ridge  is  to  invest  in  limited
partnerships  that own commercial and residential  real estate.  During the past
five years,  Ocean Ridge has not been the subject of any  criminal  proceedings.
During the past five years, Ocean Ridge was not a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction,  nor was it subject
to a  judgment,  decree  or final  order  enjoining  future  violations  of,  or
prohibiting  activities  subject to, federal or state securities laws or finding
any violations of such laws.

NTS-Properties Associates V:
---------------------------

         The General Partner's  address is 10172 Linn Station Road,  Louisville,
Kentucky 40223.  The principal  business of the General Partner is to manage and
perform other real  estate-related  services  related to the assets owned by the
Partnership.  During the past five years,  the General  Partner has not been the
subject of any  criminal  proceedings.  During the past five years,  the General
Partner was not a party to a civil  proceeding  of a judicial or  administrative
body of  competent  jurisdiction,  nor was it subject to a  judgment,  decree or
final order enjoining future  violations of, or prohibiting  activities  subject
to, federal or state securities laws or finding any violations of such laws.

NTS Capital Corporation:
-----------------------

         NTS  Capital  Corporation,  a Kentucky  corporation,  is the  corporate
general partner of the General Partner.  During the past five years, NTS Capital
Corporation  has not been the subject of any  criminal  proceedings.  During the
past five  years,  NTS  Capital  Corporation  was not a party to a  judicial  or
administrative  proceeding  that  resulted in a judgment,  decree or final order
enjoining future violations of, or prohibiting activities subject to, federal or
state securities laws or finding any violations of such laws.


<PAGE>


CUSIP No. 62942E308                                                 Page 9 of 14

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J. D. Nichols:
-------------

     (a)  J. D. Nichols.

     (b)  Mr. Nichols' business address is 10172 Linn Station Road,  Louisville,
          Kentucky 40223.

     (c)-(d) Mr.  Nichols is a managing  member of ORIG. Mr. Nichols is also the
          Chairman of the Board and sole  director  of NTS Capital  Corporation,
          the Chairman of the Board and sole director of NTS-Development Company
          and  a  general  partner  of  the  General  Partner.  The  address  of
          NTS-Development  Company  and NTS  Capital  Corporation  is 10172 Linn
          Station Road, Louisville, Kentucky 40223.

     (e)  Mr. Nichols has not been the subject of any criminal proceedings.

     (f)  During the past five  years,  Mr.  Nichols  was not a party to a civil
          proceeding  of  a  judicial  or   administrative   body  of  competent
          jurisdiction,  nor was he subject to a judgment, decree or final order
          enjoining future violations of, or prohibiting  activities subject to,
          federal or state  securities  laws or finding any  violations  of such
          laws.

     (g)  Mr. Nichols is a citizen of the U.S.A.

Brian F. Lavin:
--------------

     (a)  Brian F. Lavin.

     (b)  Mr. Lavin's business  address is 10172 Linn Station Road,  Louisville,
          Kentucky 40223.

     (c)-(d) Mr.  Lavin is a  managing  member  of ORIG.  Mr.  Lavin is also the
          President of NTS Capital Corporation and NTS-Development  Company. The
          address of NTS  Capital  Corporation  and  NTS-Development  Company is
          10172 Linn Station Road, Louisville, Kentucky 40223.

     (e)  Mr. Lavin has not been the subject of any criminal proceedings.

     (f)  During  the past  five  years,  Mr.  Lavin  was not a party to a civil
          proceeding  of  a  judicial  or   administrative   body  of  competent
          jurisdiction,  nor was he subject to a judgment, decree or final order
          enjoining future violations of, or prohibiting  activities subject to,
          federal or state  securities  laws or finding any  violations  of such
          laws.

     (g)  Mr. Lavin is a citizen of the U.S.A.



<PAGE>


CUSIP No. 62942E308                                                Page 10 of 14

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

Gregory A. Wells:
----------------

     (a)  Gregory A. Wells.

     (b)  Mr. Wells'  business  address is 10172 Linn Station Road,  Louisville,
          Kentucky 40223.

     (c)-(d) Mr. Wells is the Senior Vice President and Chief Financial  Officer
          of NTS- Development Company and NTS Capital  Corporation.  The address
          of NTS-Development  Company and NTS Capital  Corporation is 10172 Linn
          Station Road, Louisville, Kentucky 40223.

     (e)  Mr. Wells has not been the subject of any criminal proceedings.

     (f)  During the past five years, Mr. Wells was not a party to a judicial or
          administrative proceeding that resulted in a judgment, decree or final
          order  enjoining  future  violations  of,  or  prohibiting  activities
          subject to, federal or state securities laws or finding any violations
          of such laws.

     (g)  Mr. Wells is a citizen of the United States.

Item 3.           Source and Amount of Funds and Other Consideration.

     On February 10, 2000, ORIG purchased 1,604 Interests pursuant an Agreement,
Bill of Sale and Assignment, a copy of which is attached hereto as Exhibit 3(a).
From February,  2000 through September,  2000, ORIG also purchased 162 Interests
from  limited  partners  in a series of  transactions.  ORIG funded all of these
purchases  from the proceeds of a $2,000,000  revolving line of credit issued by
Community Trust Bank, N.A.  ("Community Trust Bank") pursuant to a Business Loan
Agreement, dated December 28, 1999 and attached hereto as Exhibit 1(a), which is
hereby  incorporated  by  reference.  The line of credit was secured by: (1) the
Interests of the Partnership held by ORIG; and (2) limited partnership interests
in  partnerships  affiliated  with the  Partnership  which are held by ORIG. Mr.
Nichols and Mr. Lavin agreed to guarantee the  indebtedness of ORIG with respect
to Community  Trust Bank pursuant to Commercial  Guaranties  executed by each of
them on December 28, 1999,  which are attached  hereto as Exhibits 3(b) and 3(c)
respectively.  Mr.  Nichols  guaranteed  75%  of all  indebtedness  of  ORIG  or
$1,500,000,  whichever is less, and Mr. Lavin guaranteed 25% of all indebtedness
of ORIG or  $500,000,  whichever is less.  Under the terms of the Business  Loan
Agreement,  ORIG will  repay  the  proceeds  of the  revolving  line of  credit.
Beginning on April 28, 2000, ORIG began making 20 consecutive quarterly interest
payments with respect to accrued interest on the unpaid principal balance.  ORIG
repaid this loan with the  proceeds of the loan  described  under Item 6 of this
Schedule 13D.

Item 4.           Purpose of Transaction.

         Each of the filers of this Schedule 13D has acquired its Interests with
an investment intent consistent with the Partnership's business plan.


<PAGE>


CUSIP No. 62942E308                                                Page 11 of 14

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           The purpose of the  acquisitions  of Interests by ORIG was to provide
certain  limited  partners  who desired to  liquidate  their  investment  in the
Partnership with a method for doing so.

         (a) ORIG and the Partnership  are considering  making a tender offer to
purchase   additional   Interests  from  limited   partners.   Other  than  this
contemplated  tender  offer,  none of the  Reporting  Persons  has any  plans or
proposals  that would  result in the  acquisition  by any  person of  additional
securities  of  the  Partnership,  or  the  disposition  of  securities  of  the
Partnership,  other than the  Interests  purchased  by ORIG which are  described
herein.

         (b) None of the  Reporting  Persons  has any  plans or  proposals  that
relate to or would result in an extraordinary  corporate transaction,  such as a
merger, reorganization or liquidation involving the Partnership.

         (c) None of the  Reporting  Persons  has any  plans or  proposals  that
relate to or would  result in a sale or transfer of a material  amount of assets
of the Partnership.

         (d) None of the  Reporting  Persons  has any  plans or  proposals  that
relate to or would result in any change in the  identity of the General  Partner
or in the  management  of the  Partnership,  including,  but not limited to, any
plans or  proposals to change the number or term of the General  Partner(s),  to
fill any  existing  vacancy for the General  Partner,  or to change any material
term  of  the  management   agreement   between  the  General  Partner  and  the
Partnership.

         (e) None of the  Reporting  Persons  has any  plans or  proposals  that
relate to or would  result in any  material  change in the present  distribution
policy or indebtedness or capitalization of the Partnership.

         (f) None of the  Reporting  Persons  has any  plans or  proposals  that
relate  to or would  result in any other  material  change in the  Partnership's
structure or business.

         (g) None of the  Reporting  Persons  has any  plans or  proposals  that
relate to or would  result in any change in the  Partnership  Agreement or other
actions that may impede the  acquisition  of control of the  Partnership  by any
person.

         (h)-(j) Items (h) through (j) of this Item 4 are not  applicable to the
Partnership  because  the  Interests  are not  listed on a  national  securities
exchange and are not quoted on an inter-dealer  quotation system of a registered
national  securities  association  and because  the  Reporting  Persons  have no
current plans or proposals to purchase Interests in the Partnership resulting in
the Partnership having fewer than three hundred (300) holders of record.

Item 5.           Interest in Securities of the Issuer.

         (a)  Reference  is hereby  made to the  Introduction  and  cover  pages
3-7 attached hereto, which are incorporated hereby by reference.



<PAGE>


CUSIP No. 62942E308                                                Page 12 of 14

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     As of June 30, 2000, the number of outstanding Interests of the Partnership
is 30,626.  The number of Interests  beneficially owned by the Reporting Persons
is 7,198, or 23.5% of the outstanding Interests.

     (b)  Reference  is hereby  made to the  Introduction  and  cover  pages 3-7
attached hereto, which are incorporated hereby by reference.

     (c) On February 10,  2000,  ORIG  purchased  1,604  Interests  from limited
partners for an average  purchase price of $265.55 per Interest  pursuant to the
Agreement,  Bill of Sale and Assignment.  From February, 2000 through September,
2000,  ORIG  purchased an additional  162 Interests  from limited  partners in a
series of transactions for an average purchase price per Interest of $230. Other
than these transactions,  no transactions  involving the Interests were effected
by any  Reporting  Person during the more recent of the past 60 days or the most
recent filing on Schedule 13D.

     (d) None.

     (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
        Securities of the Issuer.

     The Partnership Agreement,  contained in the Partnership's prospectus dated
August 1, 1984,  grants the General  Partner  discretion  to decide  whether the
Partnership or any of its affiliates  will purchase  Interests from time to time
from limited partners. The Partnership, however, will not purchase Interests, if
as a result,  the Limited  Partner  would  continue to be a Limited  Partner and
would hold fewer than five (5) Interests.

     Mr.  Nichols and Mr.  Lavin have  executed a binding  Capital  Contribution
Agreement  which requires them to contribute  the capital  necessary to purchase
any and all Interests  purchased by ORIG pursuant to the Offer and to pay ORIG's
proportionate  share of the  expenses  of the  Offer.  Mr.  Nichols  anticipates
contributing   approximately   90%  of  these  funds.   Mr.  Lavin   anticipates
contributing approximately 10% of these funds.

     On August 15, 2000,  ORIG and the Bank of  Louisville,  a Kentucky  banking
corporation,  entered into a Loan  Agreement  under which the Bank of Louisville
agreed to provide a  $6,000,000  revolving  line of credit to ORIG  evidenced by
three  separate  promissory  notes  issued  by  ORIG  in  favor  of the  Bank of
Louisville  in the  original  principal  amount of  $2,000,000  each (the  "Loan
Agreement").  The  Loan  Agreement  is  attached  hereto  as  Exhibit  1(b)  and
incorporated herein by reference. The terms of the three separate notes are
described below:

o    Revolving  Credit Note A bears  interest at the prime rate, as announced by
     the Bank of  Louisville  from  time to time,  plus .25% per year for a term
     ending on August 31,  2005.  ORIG will pay the interest  rate  described in
     Revolving Credit Note A for any outstanding


<PAGE>


CUSIP No. 62942E308                                                Page 13 of 14

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     balance  owing  under the  revolving  line of credit  if,  and only if, the
     outstanding balance is $2,000,000 or less.

o    Revolving  Credit Note B bears  interest at the prime rate, as announced by
     the Bank of  Louisville  from  time to time,  plus .50% per year for a term
     ending on August 31,  2005.  ORIG will pay the interest  rate  described in
     Revolving  Credit  Note B for  any  outstanding  balance  owing  under  the
     revolving  line of credit  if,  and only if,  the  outstanding  balance  is
     greater than $2,000,000 but less than $4,000,000.

o    Revolving  Credit Note C bears  interest at the prime rate, as announced by
     the Bank of  Louisville  from time to time,  plus 1.00% per year for a term
     ending on August 31,  2005.  ORIG will pay the interest  rate  described in
     Revolving  Credit  Note C for  any  outstanding  balance  owing  under  the
     revolving  line of credit  if,  and only if,  the  outstanding  balance  is
     greater than $4,000,000.

     The line of credit is secured by:

o    Interests  of the  Partnership  which are  currently  held or  subsequently
     acquired by ORIG,  including any distributions which the Partnership issues
     to ORIG with respect to the Interests, and also including any proceeds from
     the sale of the Interests held by ORIG.

o    Limited   partnership   interests  in  partnerships   affiliated  with  the
     Partnership  which are  currently  held or  subsequently  acquired by ORIG,
     including  distributions  which the partnerships issue to ORIG with respect
     to the  interests  held by ORIG,  and also  including any proceeds from the
     sale of the interests held by ORIG; and

o    The personal guaranties of Mr. Nichols and Mr. Lavin of all indebtedness of
     ORIG with respect to the Bank of Louisville  under the  $6,000,000  line of
     credit pursuant to two separate Guaranty Agreements,  each dated August 15,
     2000 among the Bank of  Louisville  and each of Mr.  Nichols and Mr.  Lavin
     (the  "Guaranty  Agreements").  Mr.  Nichols and Mr.  Lavin are jointly and
     severally liable under each of their respective  Guaranty  Agreements which
     are  attached  hereto  as  Exhibits  3(d)  and  3(e)  respectively  and are
     incorporated herein by reference.

     Under the terms of the Loan Agreement,  ORIG will repay the proceeds of the
revolving line of credit as follows:

o    Commencing  on  September  1,  2000,  ORIG  will make  consecutive  monthly
     payments of all accrued and unpaid  interest on the  outstanding  principal
     balance.

o    The entire outstanding  principal balance owing under the revolving line of
     credit is due and payable on August 31, 2005.


<PAGE>


CUSIP No. 62942E308                                                Page 14 of 14

--------------------------------------------------------------------------------
     ORIG intends to use funds from cash  distributions from the Partnership and
affiliated  partnerships  and from capital  contributions to ORIG by Mr. Nichols
and Mr. Lavin to make these payments.

     Other than the agreements  described under Item 6 of this Schedule 13D, and
the Business  Loan  Agreement  described  under Item 3 of this Schedule 13D, the
filers of this  Schedule 13D are not aware of any other  contract,  arrangement,
understanding  or  relationship  relating,   directly  or  indirectly,   to  any
securities of the Partnership (whether or not legally enforceable) between ORIG,
Mr.  Nichols,  Mr. Lavin,  Ocean Ridge or the General  Partner and any person or
among themselves.

Item 7.           Material to be Filed as Exhibits.

     (1)(a)  Business Loan Agreement  dated December 28, 1999,  between ORIG and
Community Trust Bank, N.A.

     (1)(b) Loan Agreement  dated August 15, 2000,  between ORIG and the Bank of
Louisville.

     (2) None.

     (3)(a) Agreement,  Bill of Sale and Assignment dated February, 2000 between
ORIG,  LLC,  Roger  M.  Kalar,   Martha  Kalar,  David  Warshawsky  and  Marilyn
Warshawsky.

     (3)(b)  Commercial  Guaranty of Business Loan Agreement  dated December 28,
1999, between J.D. Nichols and Community Trust Bank, N.A.

     (3)(c)  Commercial  Guaranty of Business Loan Agreement  dated December 28,
1999, between Brian F. Lavin and Community Trust Bank, N.A.

     (3)(d)  Guaranty  Agreement  dated  August 15,  2000,  between  the Bank of
Louisville and J.D. Nichols.

     (3)(e)  Guaranty  Agreement  dated  August 15,  2000,  between  the Bank of
Louisville and Brian F. Lavin.

     (3)(f) Joint Filing Agreement dated October 11, 2000.


<PAGE>


                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

October 11, 2000                        J. D. NICHOLS

                                        By: /s/ J. D. Nichols
                                            ------------------------------------
                                            J. D. Nichols

                                        OCEAN RIDGE INVESTMENTS, LTD.

                                        By:      BKK Financial, Inc.
                                        Its:     General Partner

                                            By: /s/ J. D. Nichols
                                                --------------------------------
                                                 J. D. Nichols
                                            Its: Chairman of the Board

                                        ORIG, LLC

                                        By:  /s/ J. D. Nichols
                                             -----------------------------------
                                             J. D. Nichols
                                        Its: Managing Member

                                        BRIAN F. LAVIN

                                        By: /s/ Brian F. Lavin
                                           -------------------------------------
                                           Brian F. Lavin

                                        NTS-PROPERTIES ASSOCIATES V

                                        By:  /s/ J. D. Nichols
                                             -----------------------------------
                                             J. D. Nichols
                                        Its: Managing General Partner




<PAGE>


                                                                    EXHIBIT 1(a)


                             BUSINESS LOAN AGREEMENT




<PAGE>
                            BUSINESS LOAN AGREEMENT

<TABLE>
<S>             <C>          <C>         <C>       <C>    <C>         <C>     <C>       <C>

Principal       Loan Date    Maturity    Loan No.  Call   Collateral  Account  Officer  Initials
$2,000,000.00   12-28-1999   01-28-2005            A4A0   5514                 8410

</TABLE>

References  in the shaded  area are for  Lender's  use only and do not limit the
applicability of this document to any particular loan or item.
--------------------------------------------------------------------------------
Borrower:ORIG, L.L.C. (TIN: 61-1324094) Lender:Community Trust Bank, N.A.
         10172 LINN STATION ROAD               Louisville Loan Production Office
         LOUISVILLE, KY 40223                  4350 Brownsboro Road
                                               Louisville, KY 40207
================================================================================
THIS BUSINESS LOAN AGREEMENT  between ORIG,  L.L.C.  ("Borrower")  and Community
Trust Bank,  N.A.  ("Lender")  is made and executed on the  following  terms and
conditions.  Borrower has received prior to commercial  loans from Lender or has
applied  to  Lender  for  a  commercial   loan  or  loans  and  other  financial
accommodations,  including  those  which  may be  described  on any  exhibit  or
schedule   attached   to  this   Agreement.   All  such   loans  and   financial
accommodations, together with all future loans and financial accommodations from
Lender to Borrower, are referred to in this Agreement individually as the "Loan"
and  collectively as the "Loans."  Borrower  understands and agrees that: (a) In
granting,  renewing,  or extending any Loan,  Lender is relying upon  Borrower's
representations, warranties, and agreements, as set forth in this Agreement; (b)
the granting, renewing, or extending of any Loan by Lender at all times shall be
subject to Lender's sole judgment and  discretion;  and (c) all such Loans shall
be and shall  remain  subject  to the  following  terms and  conditions  of this
Agreement.

TERM.  This  Agreement  shall be effective  as of December  28, 1999,  and shall
continue  thereafter  until all  indebtedness  of  Borrower  to Lender  has been
performed in full and the parties terminate this Agreement in writing.

DEFINITIONS.  The following words shall have the following meanings when used in
this  Agreement.  Terms not otherwise  defined in this Agreement  shall have the
meanings attributed to such terms in the Uniform Commercial Code. All references
to dollar  amounts  shall mean amounts in lawful  money of the United  States of
America.

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

     Borrower.  The word "Borrower" means ORIG, L.L.C.. The word "Borrower" also
     includes,  as applicable,  all  subsidiaries  and affiliates of Borrower as
     provided below in the paragraph titled "Subsidiaries and Affiliates."

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

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

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

     Event of Default.  The words  "Event of Default"  mean and include  without
     limitation  any of the Events of  Default  set forth  below in the  section
     titled "EVENTS OF DEFAULT."

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

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

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

     Lender.  The word "Lender" means Community Trust Bank, N.A., its successors
     and assigns.

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

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

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

     Related Documents.  The words "Related  Documents" mean and include without
     limitation  all  promissory  notes,  credit  agreements,  loan  agreements,
     environmental agreements, guaranties, security agreements, mortgages, deeds
     of trust, and all other instruments,  agreements and documents, whether now
     or hereafter existing, executed in connection with the indebtedness.

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

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








<PAGE>


12-28-1999                BUSINESS LOAN AGREEMENT                         Page 2
Loan No                         (Continued)
--------------------------------------------------------------------------------


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

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

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

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

     Payment of Fees and Expenses.  Borrower shall have paid to Lender all fees,
     charges,  and other expenses which are then due and payable as specified in
     this Agreement or any Related Document.

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

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

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

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

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

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

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

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

     Hazardous Substances.  The terms "hazardous waste," "hazardous substance, "
     "disposal," "release," and "threatened release," as used in this Agreement,
     shall have the same  meanings  as set forth in the  "CERCLA,"  "SARA,"  the
     Hazardous Materials  Transportation  Act, 49 U.S.C.  Section 1801, et seq.,
     the Resource  Conservation  and Recovery  Act, 42 U.S.C.  Section  6901, et
     seq., or other  applicable  state or Federal laws,  rules,  or  regulations
     adopted  pursuant  to any of the  foregoing.  Except  as  disclosed  to and
     acknowledged by Lender in writing,  Borrower represents and warrants that :
     (a) During the period of Borrower's ownership of the properties,  there has
     been no use, generation, manufacture, storage, treatment, disposal, release
     or threatened release of any hazardous waste or substance by any person on,
     under,  about or from any of the properties.  (b) Borrower has no knowledge
     of, or  reason  to  believe  that  there has been (i) any use,  generation,
     manufacture,  storage, treatment,  disposal, release, or threatened release
     of any  hazardous  waste  or  substance  on,  under,  about,  or  from  the
     properties  by any prior owners or occupants of any of the  properties,  or
     (ii) any  actual  or  threatened  litigation  or  claims of any kind by any
     person  relating  to such  matters.  (c) Neither  Borrower  nor any tenant,
     contractor,  agent or other  authorized user of any of the properties shall
     use,  generate,  manufacture,  store,  treat,  dispose  of, or release  any
     hazardous  waste  or  substance  on,  under,  about  or  from  any  of  the
     properties; and any such activity shall be conducted in compliance with all
     applicable  federal,  state, and local laws,  regulations,  and ordinances,
     including  without  limitation  those  laws,   regulations  and  ordinances
     described above.  Borrower  authorizes  Lender and its agents to enter upon
     the  properties  to make such  inspections  and  tests as  Lender  may deem
     appropriate to determine  compliance of the properties with this section of
     the  Agreement.  Any  inspections  or  tests  made by  Lender  shall  be at
     Borrower's  expense  and  for  Lender's  purposes  only  and  shall  not be
     construed to create any  responsibility  or liability on the part of Lender
     to Borrower or to any other  person.  The  representations  and  warranties
     contained herein are based on Borrower's due diligence in investigating the
     properties for hazardous  waste and hazardous  substances.  Borrower hereby
     (a) releases and waives any future claims  against  Lender for indemnity or
     contribution in the event Borrower become liable for cleanup or other costs
     under any such laws,  and (b) agrees to indemnify and hold harmless  Lender
     against any and all claims, losses,  liabilities,  damages, penalties , and
     expenses  which  Lender  may  directly  or  indirectly  sustain  or  suffer
     resulting  from  a  breach  of  this  section  of  the  Agreement  or  as a
     consequence of any use, generation, manufacture, storage, disposal, release
     or threatened  release of a hazardous waste or substance on the properties.
     The provisions of this section of the  Agreement,  including the obligation
     to  indemnify,  shall  survive  the  payment  of the  indebtedness  and the
     termination  or expiration  of this  Agreement and shall not be affected by
     Lender's  acquisition of any interest in any of the properties,  whether by
     foreclosure or otherwise.

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

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

     Lien Priority.  Unless otherwise previously disclosed to Lender in writing,
     Borrower  has not  entered  into or granted  any  Security  Agreements,  or
     permitted  the  filing  or  attachment  of  any  Security  Interests  on or
     affecting any of the Collateral  directly or indirectly  securing repayment
     of Borrower's  Loan and Note, that would be prior or that may in any way be
     superior  to  Lender's  Security  Interests  and  rights  in  and  to  such



<PAGE>


12-28-1999                 BUSINESS LOAN AGREEMENT                        Page 3
Loan No                         (Continued)
--------------------------------------------------------------------------------

     Collateral.

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

     Commercial  Purposes.  Borrower intends to use the Loan proceeds solely for
     business or commercial related purposes.

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

     Location of Borrower's  Offices and Records.  Borrower's place of business,
     or Borrower's Chief executive  office,  if Borrower has more than one place
     of business, is located at 10172 LINN STATION ROAD,  LOUISVILLE,  KY 40223.
     Unless  Borrower has designated  otherwise in writing this location is also
     the office or offices  where  Borrower  keeps its  records  concerning  the
     Collateral.

     Year 2000.  Borrower  warrants and represents that all software utilized in
     the conduct of Borrower's  business will have appropriate  capabilities and
     compatibility  for operation to handle  calendar  dates falling on or after
     January 1, 2000, and all information  pertaining to such calendar dates, in
     the  same  manner  and  with the same  functionally  as the  software  does
     respecting  calendar dates falling on or before December 31, 1999. Further,
     Borrower  warrants and  represents  that the  data-related  user  interface
     functions, data-fields, and data-related program instructions and functions
     of the software include the indication of the century.


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

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

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

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

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

     Financial Statements.  Furnish Lender with, as soon as available, but in no
     event later than one hundred eighty (180) days after the end of each fiscal
     year,  Borrower's  balance  sheet and income  statement for the year ended,
     compiled by a certified public accountant  satisfactory to Lender,  and, as
     soon as  available,  but in no event  later than ninety (90) days after the
     end of each fiscal  quarter,  Borrower's  balance sheet and profit and loss
     statement  for the period  ended,  prepared and certified as correct to the
     best knowledge and belief by Borrower's  chief  financial  officer or other
     officer or person  acceptable to Lender.  All financial reports required to
     be provided  under this  Agreement  shall be prepared  in  accordance  with
     generally accepted  accounting  principles,  applied on a consistent basis,
     and certified by Borrower as being true and correct.

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

     Insurance.  Maintain  fire  and  other  risk  insurance,  public  liability
     insurance,  and such other  insurance as Lender may require with respect to
     Borrower's properties and operations, in form, amounts,  coverages and with
     insurance companies reasonably acceptable to Lender. Borrower, upon request
     of  Lender,  will  deliver  to  Lender  from time to time the  policies  or
     certificates  of  insurance  in  form  satisfactory  to  Lender,  including
     stipulations that coverages will not be cancelled or diminished  without at
     least  thirty (30) day's prior  written  notice to Lender.  Each  insurance
     policy also shall include an  endorsement  providing that coverage in favor
     of Lender will not be  impaired in any way by any act,  omission or default
     of Borrower or any other person.  In connection with all policies  covering
     assets in which  Lender  holds or is  offered a security  interest  for the
     Loans,  Borrower  will  provide  Lender  with  such loss  payable  or other
     endorsements as Lender may require.

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

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

Guarantors         Amounts

NTS CORPORATION   $2,000,000.00
BRIAN F. LAVIN    25.000% of all indebtedness or $500,000.00, whichever is less
J.D. NICHOLS      75.000% of all indebtedness or $1,500,000.00,whichever is less

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

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

     Taxes,   charges  and  Liens.  Pay  and  discharge  when  due  all  of  its
     indebtedness and obligations, including without limitation all assessments,
     taxes,  governmental  charges,  levies and liens, of every kind and nature,
     imposed upon Borrower or its properties,  income, or profits,  prior to the
     date on which  penalties  would  attach,  and all lawful  claims  that,  if
     unpaid,  might become a lien or charge upon any of  Borrower's  properties,
     income, or profits.  Provided however, Borrower will not be required to pay
     and discharge any such assessment, tax, charge, levy, lien or claim so long
     as (a) the  legality  of the  same  shall  be  contested  in good  faith by
     appropriate  proceedings,  and (b) Borrower  shall have  established on its
     books  adequate  reserves with respect to such contested  assessment,  tax,
     charge,  levy,  lien,  or  claim  in  accordance  with  generally  accepted




<PAGE>


12-28-1999                 BUSINESS LOAN AGREEMENT                        Page 4
Loan No                         (Continued)
--------------------------------------------------------------------------------

     accounting  practices.  Borrower,  upon demand of Lender,  will  furnish to
     Lender  evidence of payment of the  assessments,  taxes,  charges,  levies,
     liens and claims and will authorize the appropriate  governmental  official
     to deliver to Lender at any time a written  statement  of any  assessments,
     taxes,  charges,  levies,  liens and claims against Borrower's  properties,
     income, or profits.

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

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

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

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

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

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

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

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

     Continuity   of   Operations.   (a)  Engage  in  any  business   activities
     substantially  different than those in which Borrower is presently engaged,
     (b) cease operations,  liquidate,  merge, transfer,  acquire or consolidate
     with any other  entity,  change  ownership,  change its name,  dissolve  or
     transfer or sell Collateral out of the ordinary course of Business,  or (c)
     make any  distribution  with  respect to any  capital  account,  whether by
     reduction of capital or otherwise.

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

CESSATION OF  ADVANCES.  If Lender has made any  commitment  to make any Loan to
Borrower,  whether  under this  Agreement or under any other  agreement,  Lender
shall have no  obligation to make Loan Advances or to disburse Loan proceeds if:
(a0 Borrower or any Guarantor is in default under the terms of this Agreement or
any of the  Related  Documents  or any  other  agreement  that  Borrower  or any
Guarantor has with Lender; (b) Borrower or any Guarantor become insolvent, files
a petition in bankruptcy or similar proceedings,  or is adjudged a bankrupt; (c)
there occurs a material adverse change in Borrower's financial condition, in the
financial condition of any Guarantor, or in the value of any Collateral securing
any Loan; (d) any Guarantor seeks, claims or otherwise attempts to limit, modify
or revoke such  Guarantor's  guaranty of the Loan or any other loan with Lender;
or (e) Lender in good  faith  deems  itself  insecure,  even  though no Event of
Default shall have occurred.

ADDITIONAL  PRINCIPAL  PAYMENTS.  ADDITIONAL  PRINCIPAL PAYMENTS ARE REQUIRED IN
AMOUNTS  EQUAL TO 90% OF ALL CASH  DISTRIBUTIONS  RECEIVED BY THE BORROWER  FROM
EACH PARTNERSHIP, FROM TIME TO TIME UNTIL MATURITY.

GUARANTEED AMOUNTS. PRIOR TO DISBURSEMENT OF ANY LOAN PROCEEDS, FURNISH EXECUTED
GUARANTIES OF THE LOANS IN FAVOR OF THE LENDER,  EXECUTED BY J.D. NICHOLS, BRIAN
F.  LAVIN,  AND NTS  CORPORATION,  ON  LENDER'S  FORMS AND IN AMOUNTS  AND UNDER
CONDITIONS SPELLED OUT IN THOSE GUARANTY AGREEMENTS.

BORROWING BASE CERTIFICATE. BORROWER AGREES TO SUBMIT TO LENDER A BORROWING BASE
CERTIFICATE,  THE FORM OF WHICH IS ATTACHED HERETO AND MADE A PART HEREOF.  SAID
BORROWING BASE  CERTIFICATE  SHALL BE SUBMITTED AT THE EARLIER OF EACH BORROWING
REQUEST OR MONTHLY, (NOT LATER THAN THE 10TH OF EACH MONTH HEREAFTER, CONTAINING
INFORMATION AS OF THE FIRST DAY OF EACH MONTH) UNTIL MATURITY.

GUARANTIES.  NTS IS GUARANTEEING PAYMENT ONLY UP TO $2,000,000.00.

EVENTS OF DEFAULT.  IN THE EVENT OF DEFAULT  HEREUNDER  AND  LENDER'S  NOTICE TO
BORROWER,  BORROWER  SHALL  HAVE 30 DAYS IN WHICH TO CURE THE  DEFAULT  PRIOR TO
LENDER ENFORCING ITS RIGHTS UNDER THE LOAN DOCUMENTS.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual security interest in ,
and hereby  assigns,  conveys,  delivers,  pledges,  and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's  accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts  held jointly with someone else and all accounts  Borrower may open
in the  future,  excluding  however  all IRA and Keogh  accounts,  and all trust
accounts for which the grant of a security  interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on the indebtedness against any and all such accounts.

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



<PAGE>


12-28-1999                  BUSINESS LOAN AGREEMENT                       Page 5
Loan No                          (Continued)
--------------------------------------------------------------------------------

     Default on  Indebtedness.  Failure of Borrower to make any payment when due
     on the Loans.

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

     Default in Favor of Third Parties.  Should  Borrower or any Grantor default
     under any loan, extension of credit, security agreement,  purchase or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that may materially affect any of Borrower's  property or Borrower's or any
     Grantor's   ability  to  repay  the  Loans  or  perform  their   respective
     obligations under this Agreement or any of the Relate Documents.

     False  Statements.  Any  warranty,  representation  or  statement  made  or
     furnished  to Lender by or on behalf of Borrower or any Grantor  under this
     Agreement or the Related  Documents is false or  misleading in any material
     respect at the time made or  furnished,  or becomes  false or misleading at
     any time thereafter.

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

     Death or Insolvency.  The  dissolution  (regardless of whether  election to
     continue  is  made),  any  member  withdraws  from  Borrower,  or any other
     termination of Borrower's existence as a going business or the death of any
     member,  the insolvency of Borrower,  the appointment of a receiver for any
     part of Borrower's  property,  any assignment for the benefit of creditors,
     any type of creditor  workout,  or the commencement of any proceeding under
     any bankruptcy or insolvency laws by or against Borrower.

     Creditor  or  Forfeiture   Proceedings.   Commencement  of  foreclosure  or
     forfeiture   proceedings,   whether  by  judicial  proceeding,   self-help,
     repossession or any other method, by any creditor of Borrower, any creditor
     of any Grantor against any collateral securing the indebtedness,  or by any
     governmental agency. This includes a garnishment, attachment, or levy on or
     of any of Borrower's deposit accounts with Lender.

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

     Adverse Change.  A material  adverse change occurs in Borrower's  financial
     condition, or Lender believes the prospect of payment or performance of the
     indebtedness is impaired.

     Insecurity. Lender, in good faith, deems itself insecure.

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

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

     Amendments.   This   Agreement,   together  with  any  Related   Documents,
     constitutes the entire understanding and agreement of the parties as to the
     matters set forth in this Agreement.  NO alteration of or amendment to this
     Agreement  shall be  effective  unless  given in writing  and signed by the
     party or  parties  sought  to be  charged  or bound  by the  alteration  or
     amendment.

     Applicable Law. This Agreement has been delivered to Lender and accepted by
     Lender in the  Commonwealth  of Kentucky.  If there is a lawsuit,  Borrower
     agrees upon Lender's request to submit to the jurisdiction of the courts of
     PIKE County, the Commonwealth of Kentucky. Lender and Borrower hereby waive
     the right to any jury  trial in any  action,  proceeding,  or  counterclaim
     brought by either  Lender or  Borrower  against the other.  This  Agreement
     shall be  governed  by and  construed  in  accordance  with the laws of the
     Commonwealth of Kentucky.

     Caption  Headings.  Caption  headings in this Agreement are for convenience
     purposes only and are not to be used to interpret or define the  provisions
     of this Agreement.

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

     Consent to Loan  Participation.  Borrower  agrees and  consents to Lender's
     sale or  transfer,  whether  now or  later,  of one or  more  participation
     interests  in the  Loans  to one or  more  purchases,  whether  related  or
     unrelated to Lender. Lender may provide, without any limitation whatsoever,
     to any one or more purchasers, or potential purchasers,  any information or
     knowledge Lender may have about Borrower or about any other matter relating
     to the Loan,  and Borrower  hereby waives any rights to privacy it may have
     with  respect to such  matters.  Borrower  additionally  waives any and all
     notices of sale of participation  interests,  as well as all notices of any
     repurchase of such participation  interests.  Borrower also agrees that the
     purchasers of any such  participation  interests  will be considered as the
     absolute owners of such interests in the Loans and will have all the rights
     granted under the participation  agreement or agreements governing the sale
     of such  participation  interests.  Borrower  further  waives all rights of
     offset  or  counterclaim  that it may have now or later  against  Lender or
     against any purchaser of such a participation  interest and unconditionally
     agrees  that  either  Lender  or  such  purchaser  may  enforce  Borrower's
     obligation under the Loans irrespective of the failure or insolvency of any
     holder of any  interest  in the Loans.  Borrower  further  agrees  that the
     purchaser of any such  participation  interests  may enforce its  interests
     irrespective  of any  personal  claims or defenses  that  Borrower may have
     against Lender.

     Costs and  Expenses.  Borrower  agrees to pay upon  demand all of  Lender's
     expenses, including without limitation reasonable attorneys' fees, incurred
     in connection with the preparation,  execution,  enforcement,  modification
     and  collection  of this  Agreement  or in  connection  with the Loans made
     pursuant  tot this  Agreement.  Lender may pay someone else to help collect
     the Loans and to enforce this Agreement, and Borrower will pay that amount.
     This  includes,  subject  to any  limits  under  applicable  law,  Lender's
     reasonable  attorneys'  fees and Lender's  legal  expenses,  whether or not
     there is a lawsuit,  including  reasonable  attorneys'  fees for bankruptcy
     proceedings  (including  efforts to modify or vacate any automatic  stay or
     injunction),   appeals,  and  any  anticipated   post-judgment   collection
     services.  Borrower also will pay any court costs, in addition to all other
     sums provided by law.

     Notices.  All notices  required to be given under this  Agreement  shall be
     given in writing,  may be sent by telefacsimile  (unless otherwise required
     by law), and shall be effective  when actually  delivered or when deposited
     with a nationally  recognized  overnight courier or deposited in the United
     States mail, first class,  postage prepaid,  addressed to the party to whom
     the notice is to be given at the address  shown above.  Any part may change
     its address for  notices  under this  Agreement  by giving  formal  written
     notice to the other parties,  specifying  that the purpose of the notice is
     to change the party's  address.  To the extent permitted by applicable law,
     if there is more than one Borrower,  notice to any Borrower will constitute
     notice to all  Borrowers.  For notice  purposes,  Borrower will keep Lender
     informed at all times of Borrower's current address(es).



<PAGE>


12-28-1999              BUSINESS LOAN AGREEMENT                           Page 6
Loan No                     (Continued)
--------------------------------------------------------------------------------


     Severability.  If a court of competent  jurisdiction finds any provision of
     this  Agreement  to be  invalid  or  unenforceable  as  to  any  person  or
     circumstance,  such  finding  shall not render  that  provision  invalid or
     unenforceable as to any other persons or  circumstances.  If feasible,  any
     such  offending  provision  shall be deemed to be modified to be within the
     limits of enforceability or validity;  however,  if the offending provision
     cannot be so  modified,  it shall be stricken and all other  provisions  of
     this Agreement in all other respects shall remain valid and enforceable.

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

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

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

     Time is of the Essence.  Time is of the essence in the  performance of this
     Agreement.

     Waiver.  Lender  shall not be deemed to have  waived any rights  under this
     Agreement  unless such waiver is given in writing and signed by Lender.  No
     delay or  omission  on the part of Lender  in  exercising  any right  shall
     operate as a waiver of such right or any other right. A waiver by Lender of
     a provision of this Agreement shall not prejudice or constitute a waiver of
     Lender's right otherwise to demand strict compliance with that provision or
     any other provision of this Agreement.  No prior waiver by Lender,  nor any
     course of dealing  between  Lender and Borrower,  or between Lender and any
     Grantor,  shall  constitute  a waiver of any of  Lender's  rights or of any
     obligations  of Borrower  or of any Grantor as to any future  transactions.
     Whenever  the  consent  of Lender is  required  under this  Agreement,  the
     granting of such  consent by Lender in any  instance  shall not  constitute
     continuing consent in subsequent  instances where such consent is required,
     and ain all cases  such  consent  may be granted  or  withheld  in the sole
     discretion of Lender.

BORROWER  ACKNOWLEDGES  HAVING READ ALL THE  PROVISIONS  OF THIS  BUSINESS  LOAN
AGREEMENT,  AND  BORROWER  AGREES TO ITS TERMS.  THIS  AGREEMENT  IS DATED AS OF
DECEMBER 28, 1999.

BORROWER:

ORIG, L.L.C.

By:/s/ Brian F. Lavin                    By:/s/ J. D. Nichols
   ------------------------------           ------------------------------------
   BRIAN F. LAVIN, Manager                  J. D. NICHOLS, Manager

LENDER:

Community Trust Bank, N.A.

By: /s/ Signature
    -----------------------------
     Authorized Officer

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

<PAGE>
                                    ORIG, LLC
                           BORROWING BASE CERTIFICATE
                       For the period ending _____________

Date of Report:_______________

I.  Price Analysis: (per share amounts only):
-------------------
                                    Trade
                                    Range
NTS-Properties III:                 $________

Sources:______________________________________________________________________

                                    Trade
                                    Range
NTS-Properties IV:                  $________

Sources:_______________________________________________________________________

                                    Trade
                                    Range
NTS-Properties V:                   $________

Sources:_______________________________________________________________________

                                    Trade
                                    Range
NTS-Properties VI:                  $_________

Sources:_______________________________________________________________________

                                    Trade
                                    Range
NTS-Properties VII:                 $_________

Sources:_______________________________________________________________________

NOTE: The Maximum Borrowing Amount below shall be the average of the trade range
for the  immediately  prior six  month  period,  not to exceed  the value of the
current bid amount.

Attach supporting documents verifying trade range information.





<PAGE>


II. Maximum Borrowing Amount:
A. NTS-Properties III
1) # of units held by ORIG:       ______________________
2) Average of Trade range:        ______________________ (see above)
3) Gross Value:                   ______________________ (#1 times #2)
4) 50% of Gross Value:            ______________________ (Loanable Amount)

B. NTS-Properties IV:
1) # of units held by ORIG:       ______________________
2) Average of trade range:        ______________________ (see above)
3) Gross Value:                   ______________________ (#1 times #2)
4) 50% of Gross Value:            ______________________ (Loanable Amount)

C. NTS-Properties V:
1) # of units held by ORIG:       ______________________
2) Average of trade range:        ______________________ (see above)
3) Gross Value:                   ______________________ (#1 times #2)
4) 50% of Gross Value:            ______________________ (Loanable Amount)

D. NTS-Properties VI:
1) # of units held by ORIG:       ______________________
2) Average of trade range:        ______________________ (see above)
3) Gross Value:                   ______________________ (#1 times #2)
4) 50% of Gross Value:            ______________________ (Loanable Amount)

E. NTS-Properties VII:
1) # of units held by ORIG:       ______________________
2) Average of trade range:        ______________________ (see above)
3) Gross Value:                   ______________________ (#1 times #2)
4) 50% of Gross Value:            ______________________ (Loanable Amount)

F. Sum of (A-E)#4 above:         $_____________________
G. Current Outstandings:         $_____________________ (prior to this request)
H. Amount Requested:             $_____________________
I. Outstandings after request:   $_____________________ (Sum of G and H)

NOTE:  If item I exceeds  item F, the loan  must be  repaid  by the  difference.
Repayment is not required if item F exceeds item I.


I hereby  certify  that there are no  defaults  under the Loan  Agreement  dated
December  __,  1999  and that the  above is true and  correct  to the best of my
knowledge and belief this ___day of ________,______.

ORIG, L.L.C.

By:      _______________________
Title:   _______________________




 <PAGE>


                                                                    Exhibit 1(b)

                                 LOAN AGREEMENT



<PAGE>

                                 LOAN AGREEMENT

                           dated as of August 15, 2000

                                     between

                               BANK OF LOUISVILLE

                                  as the Lender

                                       and

                                    ORIG, LLC

                                 as the Borrower

                                  and joined by

                                  J. D. NICHOLS
                                       and
                                   BRIAN LAVIN

                                as the Guarantors













<PAGE>

                               TABLE OF CONTENTS


SECTION I         DEFINITIONS..................................................1


SECTION II        REVOLVING CREDIT LOAN........................................5

         2.01     Amount of Revolving Credit...................................5
         2.02     Term of the Revolving Credit.................................5
         2.03     Revolving Credit Loans.......................................5
         2.04     The Revolving Credit Notes...................................8
         2.05     Interest on Revolving Credit Loans...........................8
         2.06     Minimum Principal Balance....................................9
         2.07     Notation of Disbursements and Payments.......................9
         2.08     Principal and Interest Payments..............................9
         2.09     Mandatory Prepayments........................................9
         2.10     Optional Principal Payments..................................9
         2.11     Application of Payments.....................................10
         2.12     Application of Principal Payments...........................10
         2.13     Purposes of Loans...........................................10
         2.14     Certain limitations on Revolving Credit Loan Advances.......10

SECTION III       SECURITY FOR THE LOANS......................................11

         3.01     Right of Offset.............................................11
         3.02     Security Interest in Partnership Interests..................11
         3.03     Guaranties..................................................11

SECTION IV        CONDITIONS PRECEDENT........................................11

         4.01     Conditions Precedent to the first Revolving Credit Loan.....11
         4.02     Conditions Preceding to Subsequent Revolving Credit Loans...13

SECTION V         GENERAL COVENANTS...........................................13

         5.01     Insurance...................................................13
         5.02     Taxes and Other Payment Obligations.........................15
         5.03     Financial Statements........................................15
         5.04     Financial Records...........................................16
         5.05     Properties..................................................16
         5.06     Existence and Good Standing.................................16
         5.07     Notice Requirements.........................................17
         5.08     Revolving Credit Notes and Other Borrower Documents.........17
         5.09     Compliance with Law.........................................17
         5.10     Liens.......................................................17
         5.11     Limit on Indebtedness, Guarantees, Etc......................18
         5.12     Articles of Organization and Operating Agreement............18
         5.13     Mergers, Sales, Transfers and Other Dispositions of Assets..18
         5.14     Loans.......................................................19

                                      - i -

<PAGE>

         5.15     No Change in Ownership......................................19
         5.16     Payment of Distributions....................................19
         5.17     ERISA Compliance............................................19
         5.18     Joinder of Subsidiaries.....................................20

SECTION VI        REPRESENTATIONS AND WARRANTIES..............................20

         6.01     Organization and Existence..................................20
         6.02     Right to Act................................................20
         6.03     No Conflicts................................................21
         6.04     Authorization...............................................21
         6.05     Enforceable Agreements......................................21
         6.06     Contingent Obligations......................................21
         6.07     Litigation..................................................21
         6.08     Financial Statements........................................21
         6.09     Compliance with Contractual Obligations, Laws and Judgments.22
         6.10     Investment Company..........................................22
         6.11     Tax Returns.................................................22
         6.12     No Undisclosed Liabilities or Guaranties....................22
         6.13     Title to Properties.........................................22
         6.14     Trademarks and Permits......................................22
         6.15     No Defaults.................................................23
         6.16     Employee Benefit Plans......................................23
         6.17     No Material Adverse Conditions..............................23
         6.18     Regulations Q and U.........................................23
         6.19     Environmental Matters.......................................23
         6.20     No Public Utility Holding Company...........................24
         6.21     No Subsidiaries.............................................24
         6.22     Disclosure..................................................24

SECTION VII       EVENTS OF DEFAULT...........................................24

         7.01     Failure to Pay..............................................24
         7.02     No Notice Required..........................................24
         7.03     Notice Required.............................................24
         7.04     Falsity of Representation or Warranty.......................25
         7.05     Judgments...................................................25
         7.06     Adverse Financial Change....................................25
         7.07     Other Obligations...........................................25
         7.08     Dissolution or Termination of Existence.....................25
         7.09     Solvency....................................................25

SECTION VIII      REMEDIES UPON DEFAULT.......................................26

         8.01     Right to Offset.............................................26
         8.02     Enforcement of Rights.......................................26
         8.03     Rights Under Security Instruments...........................27
         8.04     Cumulative Remedies.........................................27

                                     - ii -

<PAGE>

SECTION IX        FEES AND EXPENSES...........................................27

         9.01     Transaction Expenses........................................27
         9.02     Enforcement Expenses........................................27

SECTION X         MISCELLANEOUS PROVISIONS....................................28

         10.01    Business Days...............................................28
         10.02    Term of this Agreement......................................28
         10.03    No Waivers..................................................28
         10.04    Course of Dealing...........................................28
         10.05    Certain Waivers by the Borrower and the Guarantors..........28
         10.06    Severability................................................28
         10.07    Time of the Essence.........................................28
         10.08    Benefit and Binding Effect..................................28
         10.09    Further Assurances..........................................29
         10.10    Incorporation by Reference..................................29
         10.11    Entire Agreement; No Oral Modifications.....................29
         10.12    Headings....................................................29
         10.13    Governing Law...............................................29
         10.14    Assignments.................................................29
         10.15    Multiple Counterparts.......................................29
         10.16    Notices.....................................................30
         10.17    Survival of Covenants.......................................31
         10.18.   Consent to Jurisdiction.....................................31
         10.20    JURY TRIAL WAIVER.........................................31-A
         10.21    ACKNOWLEDGMENT............................................31-A

                                    - iii -

<PAGE>

                                 LOAN AGREEMENT
                                 --------------


This is a Loan Agreement (this "Agreement") dated as of August 15, 2000, between

        BANK OF LOUISVILLE
        a Kentucky banking corporation
        500 W. Broadway
        Louisville, Kentucky 40202                                (the "Lender")

        and

        ORIG, LLC
        a Kentucky limited liability company
        10172 Linn Station Road 200
        Louisville, Kentucky 40223
        Attn: Neil Mitchell                                     (the "Borrower")

        and joined in by

        J. D. NICHOLS
        10172 Linn Station Road 200
        Louisville, Kentucky 40223                                   ("Nichols")

        and

        BRIAN LAVIN
        10172 Linn Station Road 200
        Louisville, Kentucky 40223                                     ("Lavin")


                                    Recitals
                                    --------

     The Lender intends to provide to the Borrower,  and the Borrower would like
to avail itself of the Revolving Credit Loan subject to the terms and conditions
of this Agreement.

        NOW, THEREFORE, the parties agree as follows:

                                    SECTION I
                                    ---------

                                   Definitions
                                   -----------

         As used in this Agreement, the following terms shall have the following
meanings and the meanings  assigned to them shall be equally  applicable to both
the singular and plural forms of the terms defined:

<PAGE>

         "Affiliate"  shall  mean any  Person  (a) who  directly  or  indirectly
through one or more  intermediaries  controls,  or is controlled by, or is under
common  control  with, a Person,  or (b) five percent (5%) or more of the equity
interests of whom is  beneficially  owned or held by such Person or a subsidiary
of such Person. The term "control" means the possession, directly or indirectly,
of the power to direct or cause the direction of the  management and policies of
a Person,  whether  through the  ownership  of equity  interest,  by contract or
otherwise.

         "Borrower" shall mean ORIG, LLC, together with all existing, as well as
future Subsidiaries of ORIG, LLC.

         "Borrower  Documents"  shall mean,  collectively,  this Agreement,  the
Revolving Credit Notes, the Pledge  Agreement,  the Guaranty  Agreements and any
and all other documents to be executed  and/or  delivered by the Borrower and/or
the Guarantors which relate to this Agreement.

         "Business  Day" shall  mean any day other than a Saturday  or Sunday or
legal holiday on which  commercial banks are authorized or required to be closed
for business in the Commonwealth of Kentucky.

         "Closing Date" shall mean August 15, 2000.

         "Collateral"  shall mean any and all of the property of the Borrower in
which the Borrower grants the Lender a security interest.

         "CPA  Firm"  shall  mean  the  Borrower's  firm  of  certified   public
accountants  which  regularly  performs  accounting  services for the  Borrower,
provided that such firm is reasonably satisfactory to the Lender in the Lender's
discretion.

         "Distribution"  shall  mean any  amount  of  money  or  other  property
declared or paid,  or set apart for the purpose of payment of, any  distribution
on or in  respect  of any  capital,  income or other  interest  in the  Borrower
(including,  without limitation,  any "membership  interest" or similar interest
under any operating agreement) and/or the purchase, retirement, reacquisition or
redemption  of any capital,  income,  membership or other  interest  (including,
without  limitation,  any  "membership  interest" or similar  interest under any
operating agreement) and/or any distribution by way of reduction of capital.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended from time to time. Section references to ERISA are to ERISA as in effect
on the date of this Agreement and any subsequent  provisions of ERISA amendatory
thereof, supplemental thereto or substituted therefor.

         "Event of  Default"  shall  mean any one of the  occurrences  which are
Events of Default under Section VII of this Agreement.

         "GAAP" shall mean generally accepted accounting principles applied on a
basis consistent with prior periods.

                                     -2-

<PAGE>

         "Guarantors" shall mean Nichols and Lavin.

         "Guaranty  Agreements"  shall  mean,  collectively,  (a)  the  Guaranty
Agreement  dated as of August 15, 2000 among the Lender,  the Borrower,  and (b)
the  Guaranty  Agreement  dated as of August 15,  2000,  among the  Lender,  the
Borrower  and Lavin.  "Guaranty  Agreement"  shall mean  either of the  Guaranty
Agreements.

         "Indebtedness"  shall mean all  obligations,  contingent  or otherwise,
which,  in accordance  with GAAP,  should be classified on the Person's  balance
sheet as liabilities.

         "Loan" shall mean any Revolving Credit Loan, and "Loans" shall mean all
of the Revolving Credit Loans, collectively.

         "Note"  shall mean any of the  Revolving  Credit  Notes and any note or
notes delivered in renewal,  replacement,  substitution extension or novation of
any of them.

         "NTS  III"  shall  mean   NTS-Properties  III,  a  limited  partnership
organized under the laws of the State of Georgia.

         "NTS IV" shall mean NTS-Properties IV, a limited partnership  organized
under the laws of the Commonwealth of Kentucky.

         "NTS V" shall mean NTS-Properties V, a Maryland Limited Partnership,  a
limited partnership organized under the laws of the State of Maryland.

         "NTS VI" shall mean NTS-Properties VI, a Maryland Limited  Partnership,
a limited partnership organized under the laws of the State of Maryland.

         "NTS VII" shall mean  NTS-Properties  VII, Ltd., a limited  partnership
organized under the laws of the State of Florida.

         "NTS Plus" shall mean NTS-Properties  Plus, Ltd., a limited partnership
organized under the laws of the State of Florida.

         "Partnership"  shall  mean any of NTS III,  NTS IV,  NTS V, NTS VI, NTS
VII,  and/or  NTS  Plus,  and  "Partnerships"  shall  mean  all of  them  or any
combination of them.

         "Partnership   Interests"   shall  mean  all  general   and/or  limited
partnership  interest or interests of the Borrower  from time to time in any one
or more of the  Partnerships to the maximum extent  permitted by law,  including
Florida Statutes ss. 620.102,  Georgia Code Ann. ss. 14-9-101,  Kentucky Revised
Statutes  ss.  362.401 and  Maryland  Code Ann. ss.  10-101,  and shall  include
without  limitation  the right to  profits,  distributions,  return of  capital,
partner  loans or  advances,  and all rights to vote for,  consent or  otherwise
approve any matter.  The  Partnership  Interests  of the Borrower on the date of
this  Agreement are described on Schedule  1(P) to this  Agreement.  Partnership
Interests  in one or more of the  Partnerships  acquired  after the date of this
Agreement are not described on Schedule 1(P)  (although they may be described in
one or

                                      -3-

<PAGE>

more  Supplements  to Pledge  Agreements),  but such  failure to be described on
Schedule 1(P) does not derogate from those interests in the  Partnerships  being
Partnership Interests.

         "Partnership   Notice  and  Assignment"   shall  mean  a  notice  to  a
Partnership of the pledge of a Partnership  Interest or  Partnership  Interests,
together  with  the   acknowledgement   by  the   Partnership  of  that  pledge,
satisfactory  in all respects to the Lender and generally in the form of Annex E
                                                                         -------
to this Agreement.

         "Prime  Rate" shall mean the rate of interest  announced  by the Lender
from time to time as its Prime Rate,  as that Prime Rate may change from time to
time,  provided,  however,  the Prime Rate is not necessarily the best or lowest
rate offered by the Lender to its customers.

         "Person"  shall mean any  individual,  partnership,  limited  liability
company, association, trust, corporation or other entity.

         "Plan" or "Plans"  means,  at any time, an employee  pension or benefit
plan which is covered by Title IV of ERISA and is either (a)  maintained  by the
Borrower,  or (b) maintained  pursuant to a collective  bargaining  agreement or
similar  arrangement under which more than one employee makes  contributions and
to which the Borrower is making and accruing an obligation to make contributions
or has within the preceding five plan years made contributions.

         "Pledge  Agreement"  shall mean the Pledge Agreement dated as of August
15, 2000, between the Borrower and the Lender, satisfactory to the Lender in its
discretion,  and substantially in the form attached hereto as Annex B, as it may
be amended from time to time.

         "Request for Advance"  shall mean a request,  written or oral,  in such
form and with such  information  as the Lender may request or require,  from the
Borrower for an advance under the Revolving Credit Loan.

         "Revolving  Credit" shall mean the Revolving  Credit made  available by
the Lender to the Borrower under Section II of this Agreement.

         "Revolving  Credit Notes" shall mean  collectively the three promissory
notes  issued by the  Borrower  to the order of the Lender  with  respect to the
Revolving  Credit  Loan in the face  principal  amount  of Two  Million  Dollars
($2,000,000.00) each (for a total of Six Million Dollars  ($6,000,000.00)),  and
substantially  in the form of Annexes A-1 though A-3  attached  hereto,  and all
notes  delivered in renewal,  replacement,  substitution,  extension or novation
thereof. "Revolving Credit Note" shall mean any of the Revolving Credit Notes.

         "Subsidiary" shall mean, any Person of which the Borrower,  directly or
indirectly,  through  one  or  more  intermediaries,  owns a  Majority.  Without
limiting  the  foregoing,  if a  Majority  of any Person is owned,  directly  or
indirectly,  by a Subsidiary,  such Person is, itself, a Subsidiary.  "Majority"
shall mean more than fifty  percent  (50%) of (a) the voting  stock or interests
(by number of votes),  and/or (b) the equity in, or equity  interests  of,  such
Person.

                                      -4-

<PAGE>

         "Supplement to Pledge Agreement" shall have the meaning given it in the
Pledge Agreement.

         "Termination Date" shall mean August 31, 2005.

          "Uniform Commercial Code" shall mean the Uniform Commercial Code as in
effect from time to time in the Commonwealth of Kentucky.

         "Unmatured  Default"  shall mean the  happening of any material  breach
under  this  Agreement,  including  but  not  limited  to  failure  to  pay  any
installment of principal or interest of the Revolving Credit Note when due, or a
breach  of the  financial  covenants  under  this  Agreement,  or other  similar
material breach the happening of which, together with the giving of any required
notice or the passage of any required period of time,  would constitute an Event
of Default.

                                   SECTION II
                                   ----------

                              Revolving Credit Loan
                              ---------------------

         The Lender hereby establishes the Revolving Credit Loan in favor of the
Borrower as follows:

         2.01  Amount of Revolving  Credit. The total principal amount available
               ----------------------------
under  the   Revolving   Credit   shall  be  Six  Million   Dollars  and  00/100
($6,000,000.00).

         2.02 Term of the Revolving Credit. The Revolving Credit is effective as
              -----------------------------
of the  date  of  this  Agreement,  and  shall  continue  in  effect  until  the
Termination  Date,  unless the Revolving Credit is sooner extended or terminated
as provided in this  Agreement.  On the Termination  Date, the Revolving  Credit
shall  terminate and all  Revolving  Credit Loans shall mature and be payable in
full.

         2.03     Revolving Credit Loans.
                  -----------------------

                  (a) The  Borrower  may  request  and the  Lender  may  advance
Revolving  Credit  Loans  during the term of  Revolving  Credit.  Unless  sooner
terminated,  advances  under the  Revolving  Credit will be available  until the
maturity  of the  Revolving  Credit on the  Termination  Date,  after  which the
Borrower  shall not be  entitled  to obtain any  additional  advances  under the
Revolving Credit.

                  (b) The Lender shall have the right, at its option, in its own
discretion,  to terminate the Revolving  Credit upon the occurrence of any Event
of Default by giving notice to the Borrower of such termination. Any termination
of the  Revolving  Credit  shall not release the Borrower  from its  obligations
under  this  Agreement  or any of the  other  Borrower  Documents,  nor shall it
terminate this Agreement or any of the other Borrower Documents.  The provisions
of this Agreement and the other Borrower  Documents shall continue in full force
and effect for the entire term of this Agreement as provided in Section 10.02.

                                      -5-

<PAGE>

                  (c) Subject to the terms and conditions of this Agreement,  so
long as the Revolving  Credit  remains in effect and is not  terminated,  and no
Unmatured  Default or Event of Default has  occurred,  the Lender agrees to make
Revolving  Credit  Loans  as the  Borrower  may  request  from  time  to time in
accordance with the provisions of this Agreement generally,  and this Section II
in  particular,  provided that after giving  effect to any  requested  Revolving
Credit Loan, the principal  balance of all Revolving Credit Loans outstanding at
any one time shall not exceed the amount of the Revolving  Credit as provided in
Section 2.01.  Principal borrowed under the Revolving Credit and then repaid may
be  reborrowed,  subject to the other terms,  provisions  and conditions of this
Agreement and the other Borrower Documents.

                  (d) The  Lender is under no duty to extend  the  period of the
Revolving  Credit  beyond  the  Termination  Date.   Before,  at  or  after  the
termination of the Revolving Credit, the Lender may (at its discretion,  with no
obligation  to do so) extend the term of the  Revolving  Credit,  on a basis and
with terms and conditions satisfactory to the Lender. Any such extension must be
done in a  writing  signed  by the  Lender  and  specifically  providing  for an
extension of the  Revolving  Credit in order to be binding.  If any extension of
the period of the Revolving Credit were to occur, the Pledge Agreement,  and the
other  Borrower  Documents  would  remain in effect and continue to apply to the
Revolving Credit Notes, as extended (or to renewal or replacement  notes for the
Revolving  Credit Notes, or their  replacement),  until those  Revolving  Credit
Notes, as extended, renewed or replaced, have been paid in full.

                  (e)  Each  Revolving  Credit  Loan  shall  be  subject  to the
following  terms and  conditions,  in addition to any other terms and conditions
provided in this Agreement:

                         (1) Each  Revolving  Credit Loan shall be in connection
with the  acquisition  of and payment for specific  Partnership  Interests,  and
shall be in an amount no greater  than the  actual,  out-of-pocket  costs to the
Borrower to acquire those specific Partnership Interests.

                         (2) Before the Borrower enters into a binding  contract
to acquire Partnership  Interests,  it shall (A) advise the Lender of its desire
to do so; (B) provide the Lender with such  information as the Lender may desire
with  respect to the  particular  Partnership  Interests  to be acquired and the
price that the Borrower would pay to acquire those  Partnership  Interests;  and
(C) refrain from entering into a binding  contract to acquire those  Partnership
Interests until and unless the Lender shall,  in its  discretion,  have approved
the aggregate cost to the Borrower of acquiring those Partnership Interests.

                         (3)  Whenever   the  Borrower   desires  to  obtain  an
Revolving  Credit  Loan,  it shall  deliver to the Lender a Request  for Advance
either  orally or in  writing,  unless  waived by the Lender in  writing,  on or
before the day on which it wishes to have the advance made  available,  together
with such other  information with respect to that advance and its purpose as the
Lender may request.  Without  limiting the  foregoing,  each Request for Advance
shall  specify  the  amount of the  advance  under  the  Revolving  Credit  Loan
requested  and the date on which the  Borrower  desires  the  advance to be made
available.

                                      -6-

<PAGE>

                         (4) Together  with a Request for Advance,  the Borrower
shall  deliver to the Lender (A) a Supplement  to Pledge  Agreement in such form
and such  information as the Lender may require to confirm that the  Partnership
Interests  to be  acquired  with  the  proceeds  (in  whole  or in part) of that
Revolving  Credit  Loan  shall  become  subject  to the  Pledge  Agreement;  (B)
Partnership  Notices  and  Assignments  with  respect to all of the  Partnership
Interests  to be  acquired  with  the  proceeds  (in  whole  or in part) of that
Revolving Credit Loan; (C) UCC-3 Amendments to Financing  Statements  describing
the  Partnership  Interests to be acquired  (in whole or in part) with  proceeds
from the Revolving  Credit Loan as  additional  collateral  for the  obligations
secured by the Pledge  Agreement;  and (D) evidence  satisfactory  to the Lender
that the  Partnership  Interests  to be acquired  with  proceeds (in whole or in
part) of that  Revolving  Credit  Loan are or will be  (upon  completion  of the
acquisition) owned by the Borrower free from any interest,  claim, lien, charge,
encumbrance  and/or  security  interest  of any Person  other  than the  Lender.
Without limiting the foregoing clause (D), such evidence shall include,  but not
be limited  to, (I) in the case of the  Borrower's  acquisition  of  Partnership
Interests which,  when aggregated with all previous  acquisitions of Partnership
Interests  from the same  Person,  directly or  indirectly,  have an  aggregated
acquisition cost of $25,000 or greater,  (a) a search or searches of such public
records  in the  name  of  the  Borrower  as  the  Lender  may  specify,  in its
discretion,  disclosing no lien, charge,  interest,  encumbrance and/or security
interest  in favor of any  Person,  other than the  Lender,  and (b) a search or
searches of such public records in the name of the Person from whom the Borrower
acquired or would acquire the  Partnership  Interests as the Lender may specify,
in its discretion,  disclosing no lien,  charge,  interest,  encumbrance  and/or
security interest in favor of any Person, and (II) in all cases, delivery of any
and all certificates  and/or other writings  evidencing and/or representing such
Partnership  Interests,  together  with an  assignment  in  blank  in  form  and
substance satisfactory to the Lender and its counsel in their discretion.

                         (5) The  Borrower  shall not be  entitled to obtain any
Revolving  Credit Loan if any Event of Default or Unmatured  Default shall exist
or would exist upon the making of the Revolving  Credit Loan requested,  even if
the Lender does not elect to terminate the Revolving  Credit as a result of such
Event of Default or Unmatured Default.

                         (6) The  Borrower  shall not be  entitled to obtain any
Revolving Credit Loan if immediately  after the advance requested were made, the
aggregate of all of the Revolving  Credit Loans would exceed the maximum  amount
permitted under Section 2.01.

                         (7) All Revolving  Credit Loans shall be made in strict
compliance  with the terms and  provisions of this  Agreement  unless the Lender
elects in its discretion to waive any of those terms and  conditions  (which the
Lender shall not be required to do).  The waiver of any terms and/or  conditions
with  respect to any one advance  shall not  constitute a course of dealing or a
waiver of the same or any other terms or  conditions  with  respect to any other
requested advance.

                         (8) Each request by the Borrower for a Revolving Credit
Loan shall constitute the making of the following representations and warranties
by the Borrower and the Guarantors to the Lender:

                                      -7-

<PAGE>

                                    (A)     That the  Borrower  is then,  and at
the time the advance  will be made will be,  entitled  under this  Agreement  to
obtain that Revolving Credit Loan; and

                                    (B)     All of the covenants,    agreements,
representations  and warranties  made by the Borrower and the Guarantors in this
Agreement,  and in the other Borrower Documents,  are true, correct and complete
in all material respects and have been complied with in all material respects as
of such date (subject to only two changes of  circumstances  which (x) are fully
disclosed  by the  Borrower  to the Lender in  writing,  describing  the changed
circumstances,  and  (y)  do  not  result  in any  violation  of any  condition,
provision,  promise and/or covenant of this Agreement, or otherwise result in an
Unmatured Default or an Event of Default).

         2.04     The Revolving Credit Notes.
                  ---------------------------

                  (a) The  Revolving  Credit  Loans  shall be  evidenced  by and
payable in accordance  with the terms of the  Revolving  Credit Notes and on the
terms of this Agreement.  In the event of any disagreement  between the terms of
the  executed  Revolving  Credit  Notes  and this  Agreement,  the  terms of the
Revolving Credit Notes shall prevail.

                  (b) The first Two Million  Dollars  ($2,000,000)  of Revolving
Credit Loans shall be allocated to and evidenced by Revolving Credit Note A. The
principal  balance of  Revolving  Credit  Loans  will be  credited  against  and
evidenced by Revolving Credit Note B if, but only if, and only to the extent the
aggregate  principal  balance of all Revolving  Credit Loans  outstanding at one
time  exceeds Two Million  Dollars  ($2,000,000),  but is less than Four Million
Dollars  ($4,000,000).  The outstanding  principal  balance of Revolving  Credit
Loans shall be credited against and evidenced by Revolving Credit Note C if, but
only if, and only to the extent the aggregate principal balance of all Revolving
Credit Loans  outstanding  at one time equals or exceeds  Four  Million  Dollars
($4,000,000).  Accordingly,  the  first Two  Million  Dollars  ($2,000,000),  or
portion thereof,  of Revolving Credit Loans outstanding at any one time shall be
credited  against and evidenced by Revolving  Credit Note A; at such time as the
outstanding  principal balance of the Revolving Credit Loans is greater than Two
Million Dollars  ($2,000,000),  but less than Four Million Dollars ($4,000,000),
Revolving Credit Loans made at such time shall be credited against and evidenced
by  Revolving  Credit  Note B;  and at such  time as the  outstanding  principal
balance of all Revolving Credit Loans  outstanding at one time equals or exceeds
Four  Million  Dollars  ($4,000,000),  Revolving  Credit Loans made at such time
shall be credited against and evidenced by Revolving Credit Note C.

         2.05     Interest on Revolving Credit Loans.
                  -----------------------------------

                  (a)  The  principal  balance  of the  Revolving  Credit  Loans
outstanding from time to time shall bear interest from the date of the Revolving
Credit  Notes until all  principal  and interest on the  Revolving  Credit Loans
shall have been paid in full.

                  (b) The  outstanding  principal  balance of  Revolving  Credit
Loans from time to time evidenced by Revolving Credit Note A shall bear interest
at an annual rate equal to one quarter  percent  (1/4%),  plus the Prime Rate as
that Prime Rate may change from time to time.

                                      -8-

<PAGE>

The outstanding  principal  balance of Revolving  Credit Loans from time to time
evidenced by Revolving Credit Note B shall bear interest at an annual rate equal
to one-half  percent  (1/2%),  plus the Prime Rate as that Prime Rate may change
from time to time. The outstanding  principal  balance of Revolving Credit Loans
from time to time evidenced by Revolving Credit Note C shall bear interest at an
annual  rate equal to one percent  (1%),  plus the Prime Rate as that Prime Rate
may change from time to time.

                  (c)  All  interest  on the  Revolving  Credit  Loan  shall  be
calculated  on the basis of the actual  number of days  elapsed  over an assumed
year of three-hundred sixty days (360).

         2.06 Minimum Principal Balance. If, for any reason, after the making of
              --------------------------
the first Revolving  Credit Loan the principal  balance of the Revolving  Credit
Notes is reduced below one thousand dollars ($1,000.00),  then, at the option of
the  Lender  the  Revolving  Credit  may be  terminated  by the  Lender  without
necessity of notice to the Borrower.

         2.07  Notation of  Disbursements  and Payments.  Disbursements  of, and
               -----------------------------------------
payments of principal with respect to, Revolving Credit Loans shall be evidenced
by notations by the Lender on its electronic data processing equipment,  showing
the date and amount of each advance and each payment of principal. The principal
amount outstanding under the Revolving Credit Notes from time to time shall also
be recorded by the Lender on that  electronic  data  processing  equipment.  The
aggregate  amount of all  disbursements of Revolving Credit Loans made and shown
on the Lender's electronic data processing  equipment,  over all of the payments
of principal made by the Borrower and recorded on the Lender's  electronic  data
processing equipment, shall be prima facie evidence of the outstanding principal
balance due under the Revolving Credit Notes.

         2.08 Principal and Interest Payments.  Commencing on September 1, 2000,
              --------------------------------
and continuing on the first (1st) day of each calendar month  occurring  through
and including  August 1, 2005,  the Borrower shall pay to the Lender all accrued
and unpaid interest on the Revolving Credit Loans. On the Termination  Date, the
Borrower shall pay to the Lender all of the  outstanding  principal  balance of,
and all accrued but unpaid interest on, the Revolving Credit Loans.

         2.09  Mandatory  Prepayments.  If  the  Borrower  sells,  transfers  or
               -----------------------
otherwise disposes of any of the Partnership Interests,  then the Borrower shall
make a  prepayment  of the  Revolving  Credit Loans in an amount  calculated  in
accordance  with this Section.  The amount of the  prepayment  shall be not less
than the amount of  proceeds  of the  Revolving  Credit  Loan or Loans which the
Borrower  received and applied (in whole or in part) towards the  acquisition of
the  Partnership  Interest  or  Partnership  Interests  sold,  transferred,   or
otherwise disposed of. Mandatory prepayments under this Section shall be applied
in accordance with Section 2.10 of this Agreement.

         2.10     Optional  Principal  Payments.  The Borrower may make optional
                  ------------------------------
prepayments  of principal of the Revolving  Credit Loan from time to time.  Each
prepayment shall be accompanied by written statement that it is in prepayment of
the Revolving Credit Loan.

                                      -9-

<PAGE>

         2.11  Application  of Payments.  The Lender shall apply all payments of
               -------------------------
Revolving  Credit  Loans  received  when no Event of Default has occurred and is
continuing  first to any late fees or other charges,  then to accrued but unpaid
interest, and then to principal.  The Lender may apply all payments of Revolving
Credit Loans  received  after an Event of Default has occurred and is continuing
among late fees and other  charges,  interest  and  principal  as the Lender may
determine, in its discretion.

         2.12 Application of Principal Payments.  Unless otherwise agreed by the
              ----------------------------------
Lender and the Borrower in writing, all payments of principal, whether mandatory
or optional, received by the Lender when no Event of Default has occurred and is
continuing  shall be applied  first to the  principal of Revolving  Credit Loans
evidenced by  Revolving  Credit Note C until all of the  Revolving  Credit Loans
evidenced  thereby  shall  have  been  paid in full,  then to the  principal  of
Revolving  Credit Loans  evidenced by Revolving  Credit Note B, until all of the
Revolving  Credit Loans evidenced  thereby shall have been paid in full, then to
the principal of Revolving  Credit Loans  evidenced by Revolving  Credit Note A.
All  payments of  principal  on Revolving  Credit  Loans,  whether  mandatory or
optional,  received by the Lender  after an Event of Default has occurred and is
continuing may be applied by the Lender among Revolving  Credit Notes A, B and C
as the Lender may determine, in its discretion.

         2.13 Purposes of Loans. The Borrower shall use the proceeds of all Loan
              ------------------
solely to acquire Partnership  Interests,  provided,  that, the Borrower may not
apply  any  proceeds  from any  Revolving  Credit  Loan to the  purchase  of any
Partnership Interests unless the Borrower shall first have advised the Lender of
the specific Partnership Interests that the Borrower intends to acquire with the
proceeds of that Revolving Credit Loan, and the Lender shall, in its discretion,
have approved the purchase price of those Partnership Interests.

         2.14     Certain limitations on Revolving Credit Loan Advances.
                  ------------------------------------------------------
Without limiting Section 2.13,

                  (a) the  Borrower  may not use any  proceeds of any  Revolving
Credit Loan to acquire any  Partnership  Interest or Partnership  Interests from
(1) any Affiliate of the Borrower,  (2) either Guarantor,  and/or (3) any member
of the  family of either of the  Guarantors  (for  purposes  of this  provision,
"family"  means (A) mother or father of the subject  Person,  (B) any brother or
sister (or  brother-in-law or  sister-in-law) of such mother or father,  (C) any
son or daughter (or son-in-law or daughter-in-law) of any such brother or sister
of  such  mother  or  father,  and (D) any son or  daughter  (or  son-in-law  or
daughter-in-law)  and/or grandson or granddaughter  (and/or  grandson-in-law  or
granddaughter-in-law) of such Person).

                    (b) the Borrower shall not use the proceeds of any Revolving
Credit Loan to pay any interest that has accrued on the Revolving Credit Loans.

                                      -10-

<PAGE>

                                   SECTION III
                                   -----------

                             Security for the Loans
                             ----------------------

         The  Revolving  Credit Notes and the Revolving  Credit Loans  evidenced
thereby, as well as all of the Borrower's  obligations under all of the Borrower
Documents are and shall be secured by and entitled to the benefits of all of the
following:

         3.01     Right of Offset.  The right of offset provided in Section VIII
                  ----------------
of this Agreement.

         3.02     Security Interest in Partnership Interests.   A first priority
                  -------------------------------------------
perfected security interest in the Partnership  Interests pursuant to the Pledge
Agreement.

         3.03     Guaranties.   The guaranties of the Guarantors pursuant to the
                  -----------
Guaranty Agreements.

                                   SECTION IV
                                   ----------

                              Conditions Precedent
                              --------------------

         4.01  Conditions  Precedent to the first  Revolving  Credit  Loan.  The
               ------------------------------------------------------------
Lender's  obligation to provide the Borrower  with the Revolving  Credit and the
first Revolving Credit Loan shall be conditioned upon the fulfillment of all the
following  conditions in form and substance,  and in  appropriate  cases through
documents,  in each case  satisfactory  to the Lender  and its  counsel in their
discretion:

                  (a) Resolutions.  The Borrower shall have furnished the Lender
                      ------------
with certified copies of appropriate resolutions of the Borrower (1) authorizing
the execution of the following documents:  this Agreement,  the Revolving Credit
Notes,  the Pledge  Agreement,  financing  statements  and any other  documents,
instruments and agreements  referred to herein which are required to be executed
and/or  delivered  by the  Borrower  and  (2)  authorizing  consummation  of the
transactions contemplated by, and performance of this Agreement.

                  (b)   Articles of Organization and Operating  Agreement.   The
                        --------------------------------------------------
Borrower shall have furnished the Lender with a copy of the Borrower's  Articles
of Organization and Operating Agreement and all amendments to each.

                  (c)  Certificates  of  Existence.   The  Borrower  shall  have
                       ----------------------------
furnished  the Lender with a  certificate  of existence of recent date issued by
the Secretary of State of the  Commonwealth  of Kentucky,  certifying that it is
duly  organized  and  validly  existing  under the laws of the  Commonwealth  of
Kentucky. The Borrower shall also have furnished the Lender with certificates of
existence with respect to the Partnerships from appropriate  offices in Georgia,
Kentucky, Maryland and Florida.

                                      -11-

<PAGE>

                  (d) Opinion of Counsel for the  Borrower  and the  Guarantors.
                      ----------------------------------------------------------
The  Borrower  and the  Guarantors  shall  have  furnished  the  Lender,  at the
Borrower's expense, with the legal opinion of Greenebaum,  Doll & McDonald PLLC,
as counsel for the  Borrower,  addressed  to the Lender,  dated the date of this
Agreement,   addressing  the  matters  set  forth  in  Annex  C,  and  otherwise
satisfactory to the Lender and its counsel.

                  (e)  Certificates of Incumbency of the Borrower.  The Borrower
                       -------------------------------------------
shall have furnished the Lender with a certificate  of its secretary  certifying
the  names of the  officers  of the  Borrower  authorized  to sign the  Borrower
Documents, together with the true signatures of such officers.

                  (f) Executed Documents.  The Borrower shall have duly executed
                      -------------------
and shall  have  delivered  to the Lender  each of the  following  documents  in
subparagraphs  (1) through  (5),  and the  Guarantors  shall have  executed  and
delivered to the Lender the documents set forth in paragraphs (1) and (4) below:

                           (1)      this Agreement;

                           (2)      the three Revolving Credit Notes;

                           (3)      the Pledge Agreement;

                           (4)      the Guaranty Agreements; and

                           (5)      such  UCC-1  financing  statements  or other
documents for filing with public  officials with respect to the Pledge Agreement
as the Lender may request.

                  (g)  Partnership  Notices and  Acknowledgements.  The Borrower
                       -------------------------------------------
shall have caused each  Partnership to have  countersigned  and delivered to the
Lender Partnership Notices and Acknowledgements  with respect to each, every and
all of the Partnership Interests described on Schedule 1(P) to this Agreement.

                  (h)   Representations   and   Warranties.   Each   and   every
                        -----------------------------------
representation  and warranty made by or on behalf of the Borrower at the time of
or after the execution of this Agreement  relating to the Borrower  Documents or
the transactions contemplated thereby shall be true, complete and correct in all
material respects on and as of the date such Loan is to be made.

                  (i)  No  Defaults.  There shall exist  no Event  of Default or
                       -------------
Unmatured  Default  which has not been cured to the Lender's satisfaction.

                  (j)  No Change in the  Borrower's Condition.  There shall have
                       ---------------------------------------
been no material adverse change in the condition,  financial or otherwise of the
Borrower from that existing on the date of the financial statements described in
Section 6.08 of this Agreement.

                                      -12-

<PAGE>

                  (k)  Recordings  and Filings.  The Lender shall have  received
                       ------------------------
evidence  satisfactory to it that all financing statements or other instruments,
as the Lender may  reasonably  request,  have been executed and delivered by the
Borrower and filed or recorded in such public  offices as the Lender may request
to perfect and maintain the  perfection of the security  interests  which secure
the Loan, and to release any security  interests,  financing  statements  and/or
other liens or encumbrances on any of the Collateral  other than such interests,
liens or encumbrances in favor of the Lender.

                  (l) Counsel  Fees.  The Borrower  shall have paid the Lender's
                      -------------
counsel fees and expenses in accordance with Section 9.01 of this Agreement.

                  (m)  Results  of Records  Searches.  The  Borrower  shall have
                       ------------------------------
delivered  to the  Lender  results of  searches  of the  records of such  public
offices as the Lender may require with respect to liens,  encumbrances  or other
interests  with respect to all existing  Partnership  Interests,  disclosing  no
liens,  encumbrances  or  interests  with  respect to all  existing  Partnership
Interests other than those in favor of the Lender.

                  (n) Evidence of Ownership.  The Borrower  shall have delivered
                      ----------------------
to the Lender evidence satisfactory to the Lender of the Borrower's ownership of
the Partnership Interests described on Schedule 1(P) to this Agreement.  Without
limiting the  generality  of the  preceding  sentence,  the Borrower  shall have
delivered  to  the  Lender  any  and  all  certificates  and/or  other  writings
evidencing  and/or  representing  those  Partnership  Interests,  together  with
assignments  in blank in form and substance  satisfactory  to the Lender and its
counsel in their discretion.

                  (o)  Compliance  with Section  2.03.  The Borrower  shall have
                       -------------------------------
complied  with Section 2.03 of this  Agreement  in all respects  regarding  such
Revolving Credit Loan.

         4.02 Conditions  Preceding to Subsequent  Revolving  Credit Loans.  The
              -------------------------------------------------------------
Lender's  obligation to provide the Borrower with  Revolving  Credit Loans after
the first Revolving Credit Loan shall be conditioned upon the fulfillment of the
conditions in Sections  4.01(g) with respect to the Partnership  Interests being
acquired, in whole or in part with the proceeds of such Revolving Credit Loan or
Loans,  and upon  fulfillment  of the conditions in Sections 4.01 (h), (i), (j),
(k), (n) and (o) with respect to such Revolving Credit Loans.

                                    SECTION V
                                    ---------

                                General Covenants
                                -----------------

         During the term of this  Agreement,  the Borrower shall comply with all
of the following provisions:

         5.01     Insurance.  The Borrower shall maintain insurance as follows:
                  ----------

                  (a)  Liability  Insurance.  The  Borrower  at its own cost and
                       ---------------------
expense,  shall  procure,  maintain  and carry in full force and effect  general
liability,  public liability,  workers'

                                      -13-

<PAGE>

compensation  liability,  environmental  hazard  liability  and property  damage
insurance  with  respect to the actions and  operations  of the Borrower to such
extent,  in such  amounts  and with such  deductibles  as are carried by prudent
businesses  similarly  situated,  but in any event not less than the  amounts of
coverage  per  person  and per  occurrence,  and  with the  deductibles,  as are
provided in the  Borrower's  insurance in effect on the date of this  Agreement.
Without  limiting  the  foregoing,  such  insurance  shall  insure  against  any
liability for loss,  injury,  damage or claims caused by or arising out of or in
connection with the operation of the Borrower's  business including injury to or
death of the Borrower's employees,  agents or any other persons and damage to or
destruction of public or private property.

                  (b) Physical  Damage  Insurance.  The Borrower at its own cost
                      ----------------------------
and  expense,  shall  insure all of its  insurable  properties  to such  extent,
against such hazards (including, without limitation,  environmental hazards), in
the  amount of  coverage  and with such  deductibles  as are  carried by prudent
businesses  similarly  situated,  but in any event insuring against such hazards
and with such  coverages  and  deductibles  as are  provided  in the  Borrower's
insurance in effect on the date of this  Agreement,  and in any event in amounts
of coverage not less than the insurable value of the property  insured.  Without
limiting the foregoing,  such  insurance  shall name the Lender as an additional
insured and shall  provide for payment of the  proceeds  thereof to the Borrower
and to the Lender as their interests may appear.

                  (c)      General Insurance Requirements.
                           ------------------------------

                         (1) All  insurance  which the  Borrower  is required to
maintain shall be satisfactory to the Lender in form,  amount and insurer.  Such
insurance   shall   provide   that  any  loss   thereunder   shall  be   payable
notwithstanding any action, inaction, breach of warranty or condition, breach of
declarations, misrepresentation or negligence of the Borrower. Each policy shall
contain an agreement by the insurer that,  notwithstanding lapse of a policy for
any reason,  or right of cancellation by the insurer or any  cancellation by the
Borrower such policy shall  continue in full force for the benefit of the Lender
for at least thirty (30) days after written notice thereof to the Lender and the
Borrower,  and no alteration in any such policy shall be made except upon thirty
(30) days  written  notice of such  proposed  alteration  to the  Lender and the
Borrower  and written  approval  by the  Lender.  At or before the making of the
first Loan, the Borrower shall provide the Lender with  certificates  evidencing
its due compliance with the requirements of this Section.

                         (2)  Prior  to the  expiration  date of any  policy  of
insurance maintained pursuant to this Agreement,  the Borrower shall provide the
Lender with a  certificate  of insurance  evidencing  the  acquisition  of a new
policy,  or an  extension  or  renewal of an  existing  policy,  evidencing  the
Borrower's due compliance with this Section.

                         (3) If the  Borrower  fails to  acquire  any  policy of
insurance required to be maintained  pursuant to this Section, or fails to renew
or  replace  any such  policy  at least ten (10)  days  prior to the  expiration
thereof,  or fails to keep any such policy in full force and effect,  the Lender
shall have the option (but not the  obligation)  to pay the premiums on any such
policy of insurance or to take out new insurance in amount,  type,  coverage and
terms  satisfactory  to the Lender,  after first  notifying  the Borrower of the
Lender's  intent to pay it. Any amounts  paid

                                      -14-

<PAGE>

therefor by the Lender shall be immediately due and payable to the Lender by the
Borrower upon demand.  No exercise by the Lender of such option shall in any way
affect the provisions of this Agreement, including the provision that failure by
the Borrower to maintain the prescribed  insurance shall  constitute an Event of
Default.

         5.02    Taxes and Other Payment Obligations.
                 ------------------------------------

                  (a) The Borrower shall pay and discharge,  or cause to be paid
and discharged,  before any of them become in arrears,  all taxes,  assessments,
governmental charges,  levies, and claims for labor, materials or supplies which
if unpaid might become a lien or charge upon any of their  property,  and all of
their other debts, obligations and liabilities.

                  (b) The  Borrower  may refrain from paying any amount it would
be required to pay  pursuant to  subparagraph  (a) of this  Section  5.02 if the
validity  or amount  thereof is being  contested  in good  faith by  appropriate
proceedings  timely  instituted which shall operate to prevent the collection or
enforcement  of the  obligation  contested,  provided  that if the  Borrower  is
engaged  in such a  contest,  it shall  have set aside on its books  appropriate
reserves with respect thereto. If the validity or amount of any such obligations
in excess of One  Hundred  Thousand  Dollars  ($100,000.00)  shall be  contested
pursuant to the provisions of this  subparagraph,  the Borrower shall notify the
Lender  immediately  upon the  institution  of the  proceedings  contesting  the
obligation.

         5.03    Financial Statements. The Borrower shall deliver to the Lender:
                 ---------------------

                  (a) Annual  Statements of the Borrower.  As soon as available,
                      -----------------------------------
and in any event  within  one  hundred  twenty  (120) days after the end of each
fiscal year, the Borrower shall furnish to the Lender an audited  balance sheet,
income statement, statement of cash flows, for such fiscal year, prepared by the
Borrower or the CPA Firm. Together with such annual financial statements, if the
CPA Firm prepared the annual  financial  statements,  the Borrower shall furnish
the Lender  with the CPA Firm's  statement  that the CPA Firm has  reviewed  the
provisions of this Agreement and nothing has come to the CPA Firm's attention to
cause it to believe that any Event of Default or Unmatured  Default exists as of
the date of the statement, or, if such is not the case, specifying such Event of
Default or Unmatured Default and the nature thereof, and the action the Borrower
has taken or will take to correct it.

                  (b) Annual  Statements of the Guarantors.  On or before June 1
                      -------------------------------------
of each year,  each Guarantor  shall provide their  financial  statements to the
Lender as at the  preceding  December 31, in such form,  with such detail and of
such scope as the Lender may determine in its discretion.

                  (c)      Additional Financial Information.  The Borrower shall
                           --------------------------------
deliver to the Lender:


                         (1)  Promptly  upon  receipt   thereof,   all  detailed
reports,  management  letters and the like, if any (excluding  working  drafts),
submitted  to the  Borrower by the CPA Firm if the CPA Firm audited the books of
the Borrower.

                                      -15-

<PAGE>

                         (2) Within thirty (30) days after the respective  dates
of filing the  corporate  federal  income tax returns of the  Borrower  for each
year, a written  statement  signed by the CPA Firm that the firm has prepared or
reviewed the federal income tax returns of the Borrower for such year and in the
firm's  opinion  the  provisions  for  federal  taxes based on the income of the
Borrower,  as recorded in the accounts,  represents an adequate  estimate of the
liability of the Borrower for federal taxes based on income.

                         (3) Promptly upon their becoming  available,  copies of
all  financial  statements,  reports,  notices of meetings and proxy  statements
which the Borrower shall send to its members.

                         (4) Within thirty (30) days after the filing thereof in
the office of the Secretary of State of the Commonwealth of Kentucky,  certified
copies  of all  amendments  to  the  Borrower's  Articles  of  Organization  and
Operating Agreement.

                         (5) Such  additional  information  with  respect to the
Borrower's  financial  condition  (including,  without  limitation,  information
regarding the Collateral) as may be reasonably requested by the Lender from time
to time.

                  (e) All financial  statements  required  under this  Agreement
shall be prepared on a consolidated and consolidating  basis (regardless whether
permitted or required under GAAP) for the Borrower and any Subsidiary  which the
Borrower acquires or forms at any time.

         5.04 Financial  Records.  The Borrower shall maintain a standard modern
              -------------------
system of  accounting in which full,  true and correct  entries shall be made of
all  dealings  or  transactions  in  relation  to its  business  and  affairs in
accordance with GAAP applied on a basis consistent with prior years and, without
limitation,  making  appropriate  accruals for estimated  contingent  losses and
liabilities.

         5.05 Properties. The Borrower shall maintain its plants and other fixed
              -----------
assets in good  condition,  subject  only to normal wear and tear,  and make all
necessary and proper  repairs,  renewals and  replacements.  The Borrower  shall
comply  with all  material  leases  and other  material  agreements  in order to
prevent loss or forfeiture,  unless  compliance is being contested in good faith
by  appropriate  proceedings  timely  instituted  which shall operate to prevent
enforcement  of the loss or  forfeiture.  The  Lender  shall  have the  right to
inspect the Borrower's  plants and other fixed assets at all  reasonable  times,
and from time to time.

         5.06  Existence  and Good  Standing.  The Borrower  shall  preserve its
               ------------------------------
existences in good standing and shall be and remain qualified to do business and
in good  standing  in all states and  countries  in which  failure to so qualify
would have a material adverse effect upon the Borrower.

                                      -16-

<PAGE>

         5.07     Notice Requirements.
                  --------------------

                  (a) Default. The Borrower shall cause its chief officer, or in
                      --------
his absence an officer of the Borrower designated by it, to notify the Lender in
writing  within  three (3)  Business  Days,  after the  Borrower,  or any of the
Borrower's members or officers,  has notice of any Event of Default or Unmatured
Default  or has  notice  that  any  representation  or  warranty  made  in  this
Agreement, or in any related document or instrument, for any reason was not true
and complete and not misleading in any material  respect when made.  Such notice
shall  specify the nature of such Event of Default or Unmatured  Default and the
action the Borrower has taken or will take to correct it.

                  (b) Material  Litigation.  The Borrower  promptly shall notify
                      ---------------------
the Lender in writing of the  institution  or  existence  of any  litigation  or
administrative  proceeding  to which the Borrower may be or become a party which
might involve any material risk of any judgment or liability  which (1) would be
in excess of One Hundred Thousand Dollars ($100,000.00),  or (2) would otherwise
result in any material  adverse  change in the  Borrower's  business,  assets or
condition, financial or otherwise.

                  (c) Other Information.  From time to time, upon request by the
                      ------------------
Lender, the Borrower shall furnish to the Lender such information  regarding the
Borrower's business, assets and condition, financial or otherwise, as the Lender
may  reasonably  request.  The  Lender  shall have the right  during  reasonable
business hours to examine all of the Borrower's business and financial books and
records  and to make  notes  and  abstracts  therefrom,  to make an  independent
examination of the Borrower's books and records for the purpose of verifying the
accuracy of reports  delivered by the Borrower and ascertaining  compliance with
this Agreement.

         5.08 Revolving Credit Notes and Other Borrower Documents.  The Borrower
              ----------------------------------------------------
shall pay the Revolving Credit Notes in accordance with their respective  terms,
and the  Borrower  shall  comply  with  the  provisions  of the  other  Borrower
Documents.

         5.09  Compliance  with Law. The  Borrower  shall comply in all material
               ---------------------
respects with (a) all valid and applicable  statutes,  rules and  regulations of
the  United  States of  America,  of the  States  thereof  and  their  counties,
municipalities and other  subdivisions and of any other jurisdiction  applicable
to the Borrower,  including, but not limited to all applicable state and federal
environmental laws and ERISA; (b) the valid and applicable orders, judgments and
decrees of all courts or  administrative  agencies  with  jurisdiction  over the
Borrower; or its business;  and (c) the applicable provisions of licenses issued
to the Borrower except where compliance  therewith shall be currently  contested
in good faith by appropriate proceedings, timely instituted, which shall operate
to stay any order with respect to such non-compliance.

         5.10 Liens.  Except for security  interests  previously  granted by the
              ------
Borrower to the Lender  contemporaneously  with the execution of this  Agreement
(including,  without  limitation,  those  permitted in Section 5.02(b) and those
disclosed in Section 6.13 of this Agreement),  and except for liens permitted in
this  Agreement,  the  Borrower  shall  not (a)  create or incur or suffer to be
created or incurred or to exist any encumbrance, mortgage, pledge, lien, charge,
restriction or other security  interest of any kind upon any of the  Collateral,
whether owned or held on the

                                      -17-

<PAGE>

date of this Agreement or acquired  thereafter,  or upon the proceeds therefrom,
or (b) transfer any  Collateral  or the  proceeds  therefrom  for the purpose of
subjecting  the same to  payment of  indebtedness  or  performance  of any other
obligation  except  payments  made  in  accordance  with  Section  5.02  of this
Agreement  or  payments  made to the  Lender  in  accordance  with the terms and
provisions  of this  Agreement,  or (c)  acquire,  or agree or have an option to
acquire,  any  Collateral  upon  conditional  sale or other title  retention  or
purchase  money  security  agreement,  device  or  arrangement,  or (d)  sell or
transfer,  assign,  or pledge  any  Collateral,  with or without  recourse.  The
Borrower  may incur or create,  or suffer to be incurred or created or to exist,
the following liens without violating the provisions of this Section 5.10:

                  (1) Statutory  liens to secure  claims for labor,  material or
supplies to the extent that payment thereof shall not at the time be required to
be made in accordance with Section 5.02 of this Agreement.

                  (2) Deposits or pledges made in connection  with, or to secure
payment of, workers' compensation,  unemployment insurance,  old age pensions or
other  social  security,  or in  connection  with  contests,  to the extent that
payment thereof shall not at that time be required to be made in accordance with
Section 5.02 of this Agreement.

                  (3) Statutory  liens for taxes or assessments or  governmental
charges or levies if  payment  shall not at the time be  required  to be made in
accordance with Section 5.02 of this Agreement.

                  (4) Statutory liens (and contractual liens that provide to the
secured  party no greater  rights  than  equivalent  statutory  liens) to secure
payment of rent or lease payments with respect to leases of real property to the
extent  that  such  payments  shall  not at the time be  required  to be made in
accordance with Section 5.02 of this Agreement.

         5.11 Limit on Indebtedness, Guarantees, Etc. The Borrower shall not, in
              ---------------------------------------
the absence of prior written consent from the Lender, incur, assume,  guarantee,
or otherwise be or become liable in respect of any Indebtedness except for those
matters described in Schedule 6.12 to this Agreement,  if after giving pro forma
effect to the  Indebtedness,  the  Indebtedness  would  result  in an  Unmatured
Default or an Event of Default.

         5.12  Articles of  Organization  and Operating  Agreement.  Without the
               ----------------------------------------------------
Lender's  prior  written  consent,  which  shall  not  be  withheld  or  delayed
unreasonably,  the Borrower  shall not make any changes in or  amendments to its
Articles of Organization or Operating Agreement.

         5.13     Mergers,  Sales,  Transfers and Other Dispositions of Assets.
                  -------------------------------------------------------------
Without  the  Lender's  prior  written  consent,  which  shall  not be  withheld
unreasonably, the Borrower shall not:

                  (a) Be a party to any consolidation, reorganization (including
without  limitation  those types referred to in Section 368 of the United States
Internal Revenue Code of 1986, as amended), "stock-swap" or merger;

                                      -18-

<PAGE>

                  (b) Sell or otherwise transfer any material part of either its
tangible or intangible  assets (except for assets that are worn out or no longer
used or useful in the  Borrower's  business),  provided  that  Lender  shall not
withhold its consent if Borrower demonstrates to the satisfaction of the Lender,
pursuant to pro forma financial  statements and other relevant information based
on assumptions acceptable to the Lender that after giving effect to the proposed
sale or transfer no Event of Default or Unmatured  Event of Default  shall exist
under this Agreement;

                  (c)      Purchase  all  or a  substantial  part of the capital
stock or assets of any  corporation  or other  business enterprise;

                  (d)      Effect any change in its capital structure; or

                  (e)      Liquidate  or  dissolve or take  any corporate action
with a view toward liquidation or dissolution.

         5.14 Loans.  The Borrower  shall not make any loan or advance any funds
              ------
whatsoever to any business, entity, party or individual,  except advances not to
exceed Five Hundred Thousand Dollars ($500,000.00),  in the aggregate at any one
time outstanding.

         5.15 No  Change  in  Ownership.  The  Borrower  shall  not  permit  the
              --------------------------
ownership  interest of the Guarantors (and/or any Person who becomes an owner of
an  interest in the  Borrower  upon the death of one of the  Guarantors  through
bequest or devise) to be reduced to less than one hundred  percent (100%) of the
outstanding membership interests of the Borrower.

         5.16 Payment of  Distributions.  In any fiscal year, the Borrower shall
              --------------------------
not pay out any  Distributions  in excess of the  Borrower's Net Income for that
fiscal year and in no event shall the  Borrower pay out any  Distribution  while
any Unmatured Default or Event of Default is in existence.

         5.17     ERISA Compliance.
                  -----------------

                  (a)  Relationship  of Vested  Benefits to Pension Plan Assets.
                       ---------------------------------------------------------
The Borrower will at all times maintain the qualified  status of its Plans.  The
Borrower  will not at any time  terminate  any Plan  unless  on the date of such
termination  the present value of all employee  benefits  vested under such Plan
does not  exceed  the  present  value of the  assets  allocable  to such  vested
benefits.

                  (b) Valuations.  All assumptions and methods used to determine
                      -----------
the  actuarial  valuation of vested  employee  benefits  under Plans at any time
maintained  by the Borrower and the present  value of assets of such Plans shall
be reasonable  in the good faith  judgment of the Borrower and shall comply with
all requirements of law in all material respects.

                  (c) Prohibited Actions.   Neither the Borrower nor any Plan at
                      -------------------
any time maintained by the Borrower will:

                                      -19-

<PAGE>

                         (1) engage in any  "prohibited  transactions"  (as such
term is defined in Section 406 or Section 2003(a) of ERISA);

                         (2) incur any "accumulated funding deficiency" (as such
term is defined in Section 302 of ERISA) whether or not waived; or

                         (3)  terminate  any such Plan in a manner  which  could
result in the  imposition of a Lien on the property of the Borrower  pursuant to
Section 4006 of ERISA.

         5.18 Joinder of  Subsidiaries.  If the Borrower creates or acquires any
              -------------------------
Subsidiary,  the Borrower shall cause such  subsidiary to execute and deliver to
the  Lender an  agreement  (a  "Joinder  Agreement")  substantially  in the form
attached as Annex D pursuant to which such  Subsidiary  shall join as a Borrower
hereunder and under each document to which the Borrower is named as a party. The
Borrower shall cause the Joinder  Agreement to be delivered to the Lender within
five (5)  Business  Days  after  the  date of the  filing  of such  Subsidiary's
articles of  incorporation  if the Subsidiary is a corporation,  the date of the
filing of its certificate of limited partnership if it is a limited partnership,
or the date of its organization if it is an entity other than a corporation or a
limited partnership.

                                   SECTION VI
                                   ----------

                         Representations and Warranties
                         ------------------------------

         To induce  the Lender to enter  into this  Agreement  and the Lender to
make the Revolving  Credit Loan, the Borrower and the  Guarantors  represent and
warrant to the Lender as follows, (which warranties and representations shall be
deemed  to  be  remade  and  restated  in  full  (subject  only  to  changes  of
circumstances  which (1) are fully  disclosed  by the  Borrower to the Lender in
writing,  describing  the  changed  circumstances,  and (2) do not result in any
violation  of  any  condition,   provision,  promise  and/or  covenant  of  this
Agreement,  or otherwise result in an Unmatured  Default or an Event of Default)
whenever  an  advance  under  the  Revolving  Credit  Loan is  requested  by the
Borrower):

         6.01  Organization and Existence.  The Borrower is a limited  liability
               ---------------------------
company duly organized, validly existing, and in good standing under the laws of
the Commonwealth of Kentucky. The Borrower has all necessary power and authority
to carry on its business  conducted on the date of this Agreement.  The Borrower
is qualified  to do business as a foreign  limited  partnership,  and is in good
standing,  in all  states  and in all  foreign  countries  in  which it owns any
property or carries on substantial  activities or is otherwise required to be so
qualified,  and is duly  authorized,  qualified  and  licensed  under  all laws,
regulations, ordinances or orders of public authorities to carry on its business
in the places and in the manner conducted on the date of this Agreement.

         6.02 Right to Act. No  registration  with or consent or approval of any
              -------------
governmental  agency  of any  kind  is  required  for the  execution,  delivery,
performance and enforceability of the Borrower Documents.  The Borrower has full
power and authority,  corporate and otherwise,  to execute,  deliver and perform
the Borrower Documents.

                                      -20-

<PAGE>

         6.03 No Conflicts.  The Borrower's execution,  delivery and performance
              -------------
of the  Borrower  Documents  do not,  and will not,  (a)  violate  any  existing
provision Articles of Organization or Operating Agreement of the Borrower or any
law, rule, regulation,  or judgment,  order or decree applicable to the Borrower
or (b) otherwise  constitute a default,  or result in the imposition of any lien
under (1) any material  existing  contract or other obligation  binding upon the
Borrower or its  property,  with or without the passage of time or the giving of
notice or both;  (2) any law, rule or  regulation  applicable to the Borrower or
its  business;   or  (3)  any  judgment,   order  or  decree  of  any  court  or
administrative agency applicable to the Borrower or its business.

         6.04  Authorization.  The  execution,  delivery and  performance by the
               --------------
Borrower of the Borrower  Documents has been duly  authorized,  and the Borrower
Documents have been duly executed and delivered.

         6.05  Enforceable  Agreements.  This  Agreement and the other  Borrower
               ------------------------
Documents are legally valid and binding obligations of the Borrower, enforceable
against the Borrower in accordance with their respective  terms,  except as such
enforceability  may  be  limited  by  bankruptcy,  insolvency,   reorganization,
moratorium or other laws relating to or limiting  creditors  rights or equitable
principals generally.

         6.06  Contingent  Obligations.  The Borrower does not have any material
               ------------------------
contingent  obligations,  material  liabilities  for taxes,  material  long-term
leases or unusual material forward or long-term commitments, which have not been
disclosed to the Lender.

         6.07  Litigation.  Except for those matters  described in the financial
               -----------
statements  referenced in Section 6.08 of this Agreement or otherwise  disclosed
in  writing by the  Borrower  to Lender,  there is no  litigation,  at law or in
equity, or any proceeding before any federal, state or municipal court, board or
other governmental or administrative  agency pending, or to the knowledge of the
Borrower,  threatened  which is likely  to  involve  any  material  judgment  or
liability  against the Borrower or which might otherwise  result in any material
adverse change in the  Borrower's  business,  assets or condition,  financial or
otherwise.  No  judgment,  decree or order of any  federal,  state or  municipal
court,  board or other  governmental  or  administrative  agency has been issued
against the  Borrower or any of its assets  which has,  or will likely  have,  a
material  adverse  effect  on the  Borrower's  business,  assets  or  condition,
financial or otherwise.

         6.08 Financial  Statements.  The Borrower's  financial statements dated
              ----------------------
April 30, 2000, have been furnished to the Lender.  Those  financial  statements
are true and complete in all material respects, have been prepared in accordance
with GAAP, do not omit reference to any material  contingent  liabilities of any
kind not  otherwise  disclosed by Borrower to the Lender in writing,  and fairly
present  the  financial  condition  of the  Borrower  as of the  date  of  those
financial statements. Nichols' financial statements dated December 31, 1999, and
Lavin's  financial  statements  dated March 31, 2000, have been furnished to the
Lender.  Those  financial  statements  are true  and  complete  in all  material
respects,  do not omit reference to any material  contingent  liabilities of any
kind not  otherwise  disclosed  by  Borrower to the Lender in writing and fairly
present the financial  condition of the Nichols and Lavin,  respectively,  as of
the date of the financial statements.

                                      -21-

<PAGE>

         6.09     Compliance with Contractual Obligations, Laws and Judgments.
                  ------------------------------------------------------------

                  (a)  The   Borrower   is  not  in  default  in  the   payment,
performance,  observance  or  fulfillment  of any of the  material  obligations,
covenants or conditions  contained in any lease,  indenture,  mortgage,  deed of
trust,  promissory  note,  agreement or undertaking to which it is a party or by
which its assets are bound.

                  (b) The  Borrower has not  violated  any  applicable  statute,
regulation  or  ordinance  of the  United  States of  America  or of any  state,
municipality or any other  subdivision,  jurisdiction or agency thereof,  in any
respect materially and adversely  affecting the Borrower's  business,  property,
assets, operations or conditions, financial or otherwise.

                  (c)  The  Borrower  is  not in  default  with  respect  to any
judgment, order, writ, injunction,  decree or demand of any court, arbitrator or
governmental agency or body.

          6.10 Investment Company.  The Borrower is not an "investment  company"
               -------------------
or a company "controlled" by an "investment company",  within the meaning of the
Investment Company Act of 1940, as amended.

         6.11 Tax  Returns.  The  Borrower  has filed all tax returns  which are
              -------------
required to be filed and has paid,  or made  adequate  provision for the payment
of, all taxes which have or may become due  pursuant to such returns or pursuant
to  assessments   received.   The  Borrower  knows  of  no  material  additional
assessments  for which  adequate  reserves  have not been  established,  and the
Borrower has made adequate provision for all current taxes.

         6.12 No Undisclosed  Liabilities  or Guaranties.  The Borrower does not
              -------------------------------------------
have any  material  liabilities,  direct or  contingent,  except as disclosed or
referred to in the  financial  statements  referred  to in Section  5.03 of this
Agreement  or  otherwise  disclosed to Lender in writing or incurred by Borrower
after such date and not prohibited by the express terms of this  Agreement,  nor
has the Borrower  guaranteed,  or otherwise become responsible for, the material
obligations  of any  person,  firm  or  corporation,  other  than  as set out on
Schedule 10.12 of this Agreement or otherwise not in contravention of any of the
Borrower Documents.

         6.13 Title to Properties. The Borrower has good and marketable title to
              --------------------
all of its  property  and  assets  of  all  character,  free  and  clear  of all
mortgages, liens, interests, and encumbrances except (a) encumbrances granted to
the Lender, (b) minor  irregularities in title which do not materially interfere
with the use and enjoyment by the Borrower of such  properties and assets in the
normal course of business as presently conducted, or materially impair the value
thereof for such business,  (c) those encumbrances described on Schedule 6.13 to
this Agreement, and (d) any other encumbrances permitted under the express terms
of the Borrower Documents.

         6.14 Trademarks and Permits.  The Borrower possesses adequate licenses,
              -----------------------
patents,  copyrights,  trademarks and trade names to conduct their businesses as
now  conducted.  Neither the  Borrower  nor any of its  officers,  directors  or
employees  has received  notice or has  knowledge of any claim that the Borrower
has violated any other person's license, patent,  copyright,

                                      -22-

<PAGE>

trademark or trade name, or that the Borrower's licenses,  patents,  copyrights,
trademarks or trade names are currently  being  infringed.  The Borrower has all
governmental permits,  certificates,  consents and franchises necessary to carry
on their  businesses  as now  conducted  and to own or lease and  operate  their
properties  as now owned,  leased or operated.  All such  governmental  permits,
certificates, consents and franchises are valid, and in effect, and the Borrower
is not in violation  thereof,  and none of them  contains  any term,  provision,
condition or limitation  more  burdensome  than generally  applicable to persons
engaged in the same or similar business.

         6.15 No  Defaults.  The  Borrower  is not in default in the  payment or
              -------------
performance  of any of its  obligations  or in the  performance of any mortgage,
indenture,  lease,  contract or other  agreement,  instrument or  undertaking to
which  it is a party or by which it or any of its  assets  may be  bound,  which
default would have a material adverse effect on the business operations,  assets
or condition,  financial or otherwise,  of the  Borrower,  taken as a whole.  No
Unmatured  Default or Event of  Default  hereunder  or under the other  Borrower
Documents has occurred and is  continuing.  The Borrower is not in default under
any order,  award or decree of any court,  arbitrator or governmental  authority
binding  upon or  affecting  it or by which  any of its  assets  may be bound or
affected  which default would have a material  adverse effect on the business of
such Borrower.  The Borrower is not subject to any order,  award or decree which
is likely to materially adversely affect the ability of the Borrower to carry on
its  business as  currently  conducted or the ability of the Borrower to perform
its  obligations  under this Agreement  and/or the other  Borrower  Documents to
which it is a party.

         6.16 Employee Benefit Plans. Except as have been otherwise disclosed in
              -----------------------
writing to the Lender, any Plans in existence are in substantial compliance with
ERISA, no Plan is insolvent or in reorganization,  no Plan has an accumulated or
waived  funding  deficiency  within the meaning of Section 412 of the Code,  the
Borrower  has not  incurred  any  material  liability  (including  any  material
contingent  liability)  to or on account of a Plan  pursuant to  Sections  4062,
4063,  4064,  4201 or 4204 of ERISA,  no  proceedings  have been  instituted  to
terminate any Plan,  and no condition  exists which  presents a material risk to
the Borrower of incurring a liability to or on account of a Plan pursuant to any
of the foregoing sections of ERISA.

         6.17 No  Material  Adverse  Conditions.  There is no fact  known to the
              ----------------------------------
Borrower  (other than matters of a general  economic or political  nature) which
materially  adversely  affects  the  business,  property,  assets  or  financial
condition  of the  Borrower  which has not been  disclosed  to the Lender or set
forth in the other  documents,  certificates  and  statements  furnished  to the
Lender by or on behalf of the  Borrower  prior to the date hereof in  connection
with the transactions contemplated hereby.

         6.18 Regulations Q and U. The Borrower is not engaged  principally,  or
              --------------------
as one of the  Borrower's  important  activities,  in the  business of extending
credit for the  purpose of  purchasing  or  carrying  margin  stock  (within the
meaning  of  Regulation  Q of the  Board of  Governors  of the  Federal  Reserve
System),  and will not use the proceeds of the Loans so as to violate Regulation
U as it may be  amended  or  interpreted  from  time  to time  by the  Board  of
Governors of the Federal Reserve System.

         6.19   Environmental   Matters.   Except  as  otherwise  disclosed   in
                ------------------------
writing to the Lender,

                                      -23-

<PAGE>

the Borrower  fully  complies  with all federal,  state and local  environmental
laws, rules, regulations,  ordinances and other requirements including,  without
limitation,  those which relate to the production,  storage,  disposal or use of
any and all hazardous or toxic wastes, and including,  without  limitation,  the
provisions  of  42  U.S.C.ss.ss.9601  et  seq.  (CERCLA,  Super  Fund);  and  42
U.S.C.ss.ss.6901 et seq. (RCRA).      --------
                 -------

         6.20     No Public Utility Holding Company.       The Borrower is not a
                  ----------------------------------
"holding  company,"  or a  "subsidiary  company" of a "holding  company,"  or an
affiliate of either,  within the meaning of the Public Utility  Holding  Company
Act of 1935, as amended.

         6.21     No Subsidiaries.  The Borrower has no Subsidiaries.
                  ----------------

         6.22   Disclosure. Neither this Agreement, nor any agreement, document,
                -----------
certificate or statement furnished to the Lender by or on behalf of the Borrower
in connection with the transactions  contemplated by this Agreement contains any
untrue  statement  of any  material  fact or,  except in the case of budgets and
forward financial forecasts,  omits to state any material fact necessary to make
the  statements  contained  herein or therein not  misleading as of the time the
Borrower  makes  the  statement;  provided  however,  that the  Borrower  has an
immediate and  continuing  obligation  to supplement  any of the foregoing if it
should subsequently contain an untrue statement of any material fact or omits to
state any material fact  necessary to make the  statements  contained  herein or
therein not misleading.  There is no fact known to the Borrower which materially
and adversely  affects,  or in the future is likely to materially  and adversely
affect, the Borrower's business,  operations, affairs or condition, financial or
otherwise, which has not been disclosed to the Lender.

                                   SECTION VII
                                   -----------

                                Events of Default
                                -----------------

         The occurrence of any one or more of the following shall  constitute an
Event of Default under this Agreement (an "Event of Default"):

         7.01  Failure  to Pay.  If the  Borrower  shall fail to pay in full any
               ----------------
installment of principal or interest on any of the Notes,  or payments  required
by this Agreement, within five (5) days after such payment first became due.

         7.02 No Notice Required.  If the Borrower with respect to the following
              -------------------
provisions shall fail to observe,  perform or comply with any term,  obligation,
covenant,  agreement,  condition or other provision  contained in Sections 5.02,
5.04, 5.07,  5.10, 5.12, 5.13, 5.15, or 5.18 of this Agreement,  or any Event of
Default occurs under any of the other Borrower Documents.

         7.03  Notice  Required.  If the  Borrower  with  respect  to any  term,
               -----------------
obligation,  covenant, agreement, condition or other provision (other than those
referred to in Sections 9.01 or 9.02 hereof)  contained or referred to in any of
the  Borrower  Documents  shall fail to  observe,  perform or comply  with those
provisions,  and such failure shall not have been fully corrected  within thirty
(30) days after the Lender has given written notice thereof to such obligor.

                                      -24-

<PAGE>

         7.04 Falsity of  Representation or Warranty.  If any  representation or
              ---------------------------------------
warranty or other  statement of fact contained in any of the Borrower  Documents
or in any writing,  certificate,  report or statement at any time  furnished the
Lender by or on behalf of the Borrower  pursuant to or in  connection  with this
Agreement  shall have been false or misleading in any material  respect or which
shall omit a material fact,  whether or not made with knowledge,  at the time it
was made.

         7.05  Judgments.  If a final  judgment or judgments  for the payment of
               ----------
money in excess of the sum of One Hundred Thousand Dollars ($100,000.00), in the
aggregate,  or with  respect to property  with a value in excess of such amount,
shall be rendered  against the  Borrower and such  judgment or  judgments  shall
remain  unsatisfied for a period of thirty (30) consecutive days after the entry
thereof and within that thirty (30) days has not been (a) stayed pending appeal,
or (b) discharged.

         7.06 Adverse  Financial Change. If there should be any material adverse
              --------------------------
change in the  financial  condition  of the Borrower as  determined  in Lender's
discretion,  from its financial  condition as shown on the financial  statements
referred to in Section 6.08 of this  Agreement,  and such adverse  change is not
fully corrected to Lender's reasonable satisfaction within sixty (60) days after
notice with respect thereto from the Lender.

         7.07 Other Obligations.  Subject to the exception  contained in Section
              ------------------
5.02(b) of this  Agreement,  if the Borrower  shall fail to observe,  perform or
comply with the terms, obligations,  covenants, agreements,  conditions or other
provisions of any  agreement,  document or instrument  (including  leases) other
than this Agreement and the other Borrower Documents which (a) the Lender or any
of its  Affiliates  has entered into with the  Borrower  and which  involves any
Indebtedness to the Lender and/or any of its Affiliates in any amount or (b) any
other  Person has entered into with the  Borrower  and/or any of its  Affiliates
which  involves  Indebtedness  (or  in  the  case  of  leases,  in  total  lease
obligations  under any  single  lease) in any  single  instance  exceeding  Five
Hundred Thousand Dollars ($500,000.00).

         7.08 Dissolution or Termination of Existence.  If the Borrower,  either
              ----------------------------------------
Guarantor and/or any Affiliate of the Borrower takes any action that is intended
to result in the termination, dissolution or liquidation of the Borrower.

         7.09     Solvency.
                  ---------

                  (a) If the  Borrower  or  either  Guarantor  shall (1) have an
order  of  relief  entered  in any  proceeding  filed by it  under  the  federal
bankruptcy  laws (as in effect on the date of this  Agreement  or as they may be
amended from time to time);  (2) admit its inability to pay its debts  generally
as they become due;  (3) become  insolvent  in that its total  assets are in the
aggregate  worth  less  than all of its  liabilities  or it is unable to pay its
debts  generally  as they  become  due;  (4) make a general  assignment  for the
benefit of  creditors;  (5) file a  petition,  or admit (by  answer,  default or
otherwise)  the  material  allegations  of any  petition  filed  against  it, in
bankruptcy  under the federal  bankruptcy laws (as in effect on the date of this
Agreement or as they may be amended  from time to time),  or under any other law
for the relief of debtors,  or for

                                      -25-

<PAGE>

the discharge,  arrangement or compromise of their debts;  or (6) consent to the
appointment of a receiver, conservator,  trustee or liquidator of all or part of
its assets.

                  (b) If a petition  shall have been filed  against the Borrower
or either  Guarantor in  proceedings  under the federal  bankruptcy  laws (as in
effect on the date of this  Agreement,  or as they may be  amended  from time to
time), or under any other laws for the relief of debtors,  or for the discharge,
arrangement  or compromise  of their debts,  or an order shall be entered by any
court of competent jurisdiction appointing a receiver,  conservator,  trustee or
liquidator of all or part of the Borrower's  assets,  and such petition or order
is not  dismissed  or stayed  within  sixty (60)  consecutive  days after  entry
thereof.

                                  SECTION VIII
                                  ------------

                              Remedies Upon Default
                              ---------------------

         Notwithstanding  anything  to the  contrary,  if any  Event of  Default
occurs  under  Section  7.09 of  this  Agreement,  the  Revolving  Credit  shall
automatically  terminate  (if not  previously  terminated  or expired),  and the
entire unpaid balance of all Revolving  Credit Loans and Revolving Credit Notes,
and all other  obligations of the Borrower  under and/or in connection  with the
Borrower Documents, shall automatically, without requirement of any presentment,
demand or notice of any kind (all of which are hereby  waived by the  Borrower),
become  immediately  due and  payable in full.  Also  notwithstanding  any other
provision of this Agreement,  if any other Event of Default under this Agreement
occurs,  the Lender,  in its  individual  discretion,  and without notice to the
Borrower,  may terminate the Revolving Credit, in which case the Lender shall be
under no further obligation to grant any Revolving Credit Loans to the Borrower.
In  addition,  upon the  occurrence  of any  Event of  Default,  and at any time
thereafter, unless all Events of Default have been waived in a writing signed by
the Lender  specifically  providing the waiver, the Lender shall have all of the
following rights and remedies and it may exercise one or more of them, singly or
in conjunction with others.

         8.01  Right to  Offset.  The  Lender  shall  have the  right to set off
               -----------------
against,  or appropriate and apply toward the payment of, the obligations of the
Borrower to that  Lender,  pursuant to this  Agreement  or as  evidenced  by the
Revolving Credit Notes whether such obligations shall have matured in due course
or by acceleration, any and all deposit balances and other sums and indebtedness
then held or owed by that Lender to or for the credit or account of the Borrower
and/or either Guarantor. For such purpose the Borrower and each Guarantor hereby
pledges to and grants a security interest in such deposit  balances,  other sums
and indebtedness of the Lender to secure all of the Borrower's obligations under
this Agreement and the Revolving Credit Notes.  Such offsets  following an Event
of Default  may occur  without  notice to or demand  upon the  Borrower,  either
Guarantor  or any other  Person,  all of such  notices and demands  being hereby
waived.

         8.02 Enforcement of Rights. The Lender shall have the right, to proceed
              ----------------------
to protect  and  enforce  its  rights by suit in equity,  action at law or other
appropriate  proceedings  either for  specific  performance  of any  covenant or
condition contained in any of the Borrower Documents,  or in aid of the exercise
of any power granted in any of the Borrower Documents.

                                      -26-

<PAGE>

         8.03 Rights Under Security Instruments.  The Lender shall also have all
              ----------------------------------
rights  and  remedies  granted  it under  the  Pledge  Agreement,  the  Guaranty
Agreements  and any and all other  Borrower  Documents  securing or intending to
secure the Borrower's obligations under the Revolving Credit Notes, or any other
indebtedness or obligation of the Borrower under the Borrower Documents.

         8.04 Cumulative Remedies.  All of the rights and remedies of the Lender
              --------------------
upon  occurrence  of an Event of Default  shall be  cumulative  to the  greatest
extent  permitted by law, may be exercised  successively or  concurrently,  from
time to time,  and shall be in  addition  to all of those  rights  and  remedies
afforded the Lender at law, or in equity, or in bankruptcy.  Notwithstanding the
foregoing,  the Lender shall be entitled to recover from the cumulative exercise
of all  remedies  an  amount  no  greater  than  the  sum of (a)  the  aggregate
outstanding  principal  amount of the Loan, (b) all accrued but unpaid  interest
with  respect  to the  aggregate  principal  amount of the  Loan,  (c) any other
amounts  that the  Borrower is required by this  Agreement  to pay to the Lender
(for example,  and without  limitation,  the reimbursement of expenses and legal
fees, and late charges), and (d) any costs, expenses or damages which the Lender
is otherwise  permitted to recover by the terms of this Agreement.  Any exercise
of any right or remedy  shall not be deemed to be an  election  of that right or
remedy to the exclusion of any other right or remedy.

                                   SECTION IX
                                   ----------

                                Fees and Expenses
                                -----------------

         9.01  Transaction  Expenses.  The Borrower shall pay to the Lender upon
               ----------------------
demand all out-of-pocket  expenses incurred by the Lender in connection with the
transactions  contemplated by this Agreement,  including, but not limited to the
Lender's  reasonable  attorneys'  fees  incurred in preparing,  negotiating  and
closing  the  Borrower  Documents  and any and all  costs and fees  incurred  in
connection with the recording or filing of any documents or instruments,  and/or
in  searches  of, any public  office,  pursuant to or as a  consequence  of this
Agreement,  or to perfect or protect any  security  for the Loans.  The Borrower
shall also pay to the Lender,  promptly  following  the  Lender's  request,  all
out-of-pocket  expenses  incurred  by  the  Lender  from  time  to  time  in the
administration of the Loans,  including,  without limitation,  any out-of-pocket
expenses (including, but not limited to, attorneys' fees) incurred by the Lender
if any of the Borrower Documents should be amended, extended and/or renewed from
time to time, or if additional Borrower Documents are prepared.

         9.02  Enforcement  Expenses.  If any Event of Default shall occur under
               ----------------------
this Agreement,  or any default shall occur under any of the Borrower  Documents
or any related  documents,  the Borrower shall pay to the Lender,  to the extent
allowable by  applicable  law,  such amounts as shall be sufficient to reimburse
the Lender fully for all of its costs and expenses  incurred in enforcing and/or
protecting its rights and remedies under the Borrower  Documents and any related
documents, including without limitation its reasonable attorneys' fees and court
costs. Such amounts shall be deemed to be included in the obligations secured by
the Security Agreement.

                                      -27-

<PAGE>

                                    SECTION X
                                    ---------

                            Miscellaneous Provisions
                            ------------------------

         10.01  Business  Days. If any provision of this Agreement or any of the
                ---------------
other  Borrower  Documents  requires  that the  Borrower  make any  payment,  or
otherwise  perform  any  act,  on a day on  which  the  Lender  is not  open for
business, then that payment or action shall be deemed to be due on the first day
thereafter that the Lender is open for business.

         10.02 Term of this Agreement. The term of this Agreement shall commence
               -----------------------
as of the date  hereof,  and  continue  until all Loans and  accrued  but unpaid
interest  thereon shall have been paid in full and the Borrower  shall have paid
or performed all of its obligations hereunder.

         10.03 No  Waivers.  Failure  or delay by the Lender in  exercising  any
               ------------
rights shall not be deemed to be or operate as a waiver of that right, nor shall
any right be exclusive of any other right referred to in this  Agreement,  or in
any other  related  document,  or available  at law or in equity,  by statute or
otherwise.  Any single or partial  exercise of any right shall not  preclude the
further exercise of that right. Every right of the Lender shall continue in full
force and effect until such right is specifically  waived in a writing signed by
the Lender.

         10.04 Course of Dealing. No course of dealing between the Borrower, the
               ------------------
Guarantors  and the  Lender  shall  operate  as a waiver of any of the  Lender's
rights under any of the Borrower Documents.

         10.05 Certain Waivers by the Borrower and the Guarantors.  The Borrower
               ---------------------------------------------------
and each Guarantor hereby waives, to the extent permitted by applicable law, (a)
all presentments, demands for performances, notices of nonperformance (except to
the extent specifically  required by this Agreement or any other of the Borrower
Documents),  protests,  notices of protest and notices of dishonor in connection
with the Notes (b) any requirement of diligence or promptness on the part of the
Lender in  enforcement  of rights  under the  provisions  of any of the Borrower
Documents,  and (c) any requirement of marshaling  assets or proceeding  against
persons or assets in any particular order.

         10.06 Severability. If any part, term or provision of this Agreement is
               -------------
held by any court to be  unenforceable  or prohibited  by any law  applicable to
this Agreement, the rights and obligations of the parties shall be construed and
enforced with that part, term or provision  limited so as to make it enforceable
to the greatest extent allowed by law, or, if it is totally unenforceable, as if
this Agreement did not contain that particular part, term or provision.

         10.07    Time of the Essence.    Time  shall  be of  the essence in the
                  --------------------
performance of all of the Borrower's and the Guarantors'  obligations  under the
Borrower Documents.

         10.08 Benefit and Binding  Effect.  This  Agreement  shall inure to the
               ----------------------------
benefit of the Lender,  its successors and assigns,  and all  obligations of the
Borrower and the Guarantors shall bind their heirs,  executors,  successors and,
if and to the  extent  assignment  is  otherwise  permitted

                                      -28-

<PAGE>

by this Agreement, assigns.

         10.09  Further  Assurances.  The  Borrower  shall  sign such  financing
                --------------------
statements or other documents or instruments as the Lender may request from time
to time more fully to create,  perfect,  continue,  maintain  or  terminate  the
rights and security interests intended to be granted or created pursuant to this
Agreement, the Security Agreement, and any other Borrower Documents.

         10.10  Incorporation  by  Reference.  All  schedules,  annexes or other
                -----------------------------
attachments to this Agreement are incorporated into this Agreement as if set out
in full at the first place in this Agreement that reference is made thereto.

         10.11 Entire  Agreement;  No Oral  Modifications.  This Agreement,  the
               -------------------------------------------
schedules and annexes  hereto,  and the documents  and  instruments  referred to
herein  constitute  the entire  agreement  of the  parties  with  respect to the
subject matter hereof,  and supersede all prior  understandings  with respect to
the subject matter hereof. No change,  modification,  addition or termination of
this Agreement or any of the Borrower  Documents shall be enforceable  unless in
writing and signed by the party against whom enforcement is sought.

         10.12  Headings.  The headings used in this  Agreement are included for
                ---------
ease of reference  only and shall not be  considered  in the  interpretation  or
construction of this Agreement.

         10.13  Governing  Law.  This  Agreement  and the related  documents and
                ---------------
instruments  shall be governed by and construed in  accordance  with the laws of
the Commonwealth of Kentucky without regard to conflicts of laws unless,  except
to the extent that the laws of any other  state,  province or country  where the
Collateral  is located  require that the laws of such other  state,  province or
country shall govern the creation,  perfection  or  enforcement  of the Lender's
rights and security interests in such Collateral.

         10.14 Assignments. Neither the Borrower nor either Guarantor may assign
               ------------
any rights under this  Agreement to any other party.  Any  attempted  assignment
shall be a default under this Agreement and shall be null and void.

         10.15    Multiple Counterparts.
                  ----------------------

                  (a) This Agreement may be signed by each party upon a separate
copy, and in such case one counterpart of this Agreement shall consist of enough
of such copies to reflect the signature of each party.

                  (b)  This   Agreement   may  be   executed   in  two  or  more
counterparts,  each of which  shall be deemed an  original,  and it shall not be
necessary in making proof of this  Agreement or the terms  thereof to produce or
account for more than one of such counterparts.

                                      -29-

<PAGE>

         10.16    Notices.
                  --------

                  (a) Any  requirement of the Uniform  Commercial  Code or other
applicable  law of  reasonable  notice  shall be met if such  notice is given at
least ten (10) Business Days before the time of sale, disposition or other event
or thing giving rise to the requirement of notice.

                  (b) Except as provided in subsection (c) below, all notices or
communications   under  this  Agreement   shall  be  in  writing  and  shall  be
hand-delivered,  sent by  courier,  or mailed to the  parties  addressed  to the
addresses as follows and any notice so addressed and (1)  hand-delivered,  shall
be deemed to have been given when so  delivered,  or (2) mailed by registered or
certified  mail,  return receipt  requested,  shall be deemed to have been given
when mailed,  or (3) delivered to a recognized small package  overnight  courier
service to the address of the intended recipient with shipping prepaid, shall be
deemed to have been given  when so  delivered  to such  courier.  Addresses  for
notices are as follows:

                  (1)      If to the Lender: BANK OF LOUISVILLE
                                             500 W. Broadway
                                             Louisville, Kentucky  40202

                  with a courtesy copy to:   BROWN, TODD & HEYBURN PLLC
                                             400 West Market Street, 32nd Floor
                                             Louisville, Kentucky  40202-3363
                                             Attn:  Charles R. Keeton, Esq.

                  (2)      If to the Borrower: ORIG, LLC
                                               10172 Linn Station Road 200
                                               Louisville, Kentucky  40223
                                               Attn:    Neil Mitchell

                  with a courtesy copy to:  GREENBAUM DOLL & MCDONALD PLLC
                                            3300 National City Tower
                                            Louisville, Kentucky  40202
                                            Attn:  Tandy C. Patrick, Esq.

                  (3)      If to the Guarantor:  J. D. NICHOLS
                                                 10172 Linn Station Road 200
                                                 Louisville, Kentucky  40223

                  with a courtesy copy to:  GREENBAUM DOLL & MCDONALD PLLC
                                            3300 National City Tower
                                            Louisville, Kentucky  40202
                                            Attn:  Tandy C. Patrick, Esq.

                                      -30-

<PAGE>

                  (4)      If to the Guarantor:  BRIAN LAVIN
                                                 10172 Linn Station Road 200
                                                 Louisville, Kentucky  40223

                  with a courtesy copy to:  GREENBAUM DOLL & MCDONALD PLLC
                                            3300 National City Tower
                                            Louisville, Kentucky  40202
                                            Attn:  Tandy C. Patrick, Esq.


                   (c) The  parties  may at any  time,  and  from  time to time,
change  the  address or  addresses  to which  notice  shall be mailed by written
notice setting forth the changed address or addresses.

         10.17 Survival of Covenants. All covenants, agreements,  warranties and
               ----------------------
representations  made by the Borrower  herein  shall  survive the making of each
Revolving Credit Loan and the execution and delivery of the Borrower  Documents,
and shall be deemed to be remade  and  restated  by the  Borrower  each time the
Borrower requests a Revolving Credit Loan.

         10.18. Consent to Jurisdiction. THE BORROWER AND THE GUARANTORS CONSENT
                ------------------------
TO ONE OR MORE ACTIONS BEING INSTITUTED AND MAINTAINED IN THE JEFFERSON  COUNTY,
KENTUCKY,  CIRCUIT COURT AND/OR THE UNITED STATES DISTRICT COURT FOR THE WESTERN
DISTRICT OF KENTUCKY (AT LENDER'S  DISCRETION) TO ENFORCE THIS AGREEMENT  AND/OR
ONE OR MORE OF THE OTHER BORROWER DOCUMENTS, AND WAIVE ANY OBJECTION TO ANY SUCH
ACTION BASED UPON LACK OF PERSONAL OR SUBJECT  MATTER  JURISDICTION  OR IMPROPER
VENUE.  THE PARTIES  AGREE THAT ANY PROCESS OR OTHER LEGAL SUMMONS IN CONNECTION
WITH ANY SUCH ACTION OR  PROCEEDING  MAY BE SERVED BY MAILING A COPY  THEREOF BY
CERTIFIED  MAIL,  OR ANY  SUBSTANTIALLY  SIMILAR FORM OF MAIL,  ADDRESSED TO THE
ADDRESSES  PROVIDED IN THE  PREAMBLE TO THIS  AGREEMENT.  THE  BORROWER  AND THE
GUARANTORS ALSO AGREE THAT NONE OF THEM SHALL COMMENCE OR MAINTAIN ANY ACTION IN
ANY COURT,  ADMINISTRATIVE  AGENCY OR OTHER  TRIBUNAL  OTHER THAN THE  JEFFERSON
COUNTY,  KENTUCKY,  CIRCUIT  COURT OR THE UNITED STATES  DISTRICT  COURT FOR THE
WESTERN  DISTRICT OF KENTUCKY WITH RESPECT TO THIS  AGREEMENT,  ANY OTHER OF THE
BORROWER DOCUMENTS,  ANY OF THE TRANSACTIONS PROVIDED FOR OR CONTEMPLATED IN ANY
OF THE  BORROWER  DOCUMENTS,  OR ANY CAUSE OF ACTION OR ALLEGED  CAUSE OF ACTION
ARISING OUT OF OR IN CONNECTION WITH ANY DEBTOR AND CREDITOR  RELATIONSHIP AMONG
THE PARTIES THAT MAY EXIST FROM TIME TO TIME.

                                      -31-

<PAGE>

         10.20 JURY TRIAL WAIVER.  THE BORROWER AND EACH GUARANTOR HEREBY WAIVES
               ------------------
ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED UPON OR ARISING
OUT OF THIS AGREEMENT,  THE REVOLVING  CREDIT NOTES, THE PLEDGE  AGREEMENT,  THE
GUARANTY AGREEMENTS AND/OR ANY OTHER OF THE BORROWER  DOCUMENTS.  THIS WAIVER IS
INTENDED  TO APPLY TO ANY AND ALL  DISPUTES  THAT MAY BE FILED IN ANY COURT THAT
RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION,
CONTRACT CLAIMS,  TORT CLAIMS,  BREACH OF DUTY CLAIMS,  AND ALL OTHER COMMON LAW
AND STATUTORY  CLAIMS.  THE BORROWER AND EACH GUARANTOR  ACKNOWLEDGES  THAT THIS
WAIVER  IS A  MATERIAL  INDUCEMENT  FOR THE  LENDER  TO  ENTER  INTO A  BUSINESS
RELATIONSHIP,  AND THAT THE  LENDER  HAS  ALREADY  RELIED ON THIS  WAIVER IN ITS
DEALINGS WITH THE BORROWER AND THE  GUARANTORS.  THE BORROWER AND EACH GUARANTOR
FURTHER  WARRANTS AND  REPRESENTS  THAT EACH HAS  REVIEWED  THIS WAIVER WITH ITS
LEGAL  COUNSEL,  AND THAT EACH KNOWINGLY AND  VOLUNTARILY  WAIVES ITS JURY TRIAL
RIGHTS FOLLOWING  CONSULTATION  WITH LEGAL COUNSEL.  THIS WAIVER IS IRREVOCABLE,
MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
OF THIS  AGREEMENT,  THE  REVOLVING  CREDIT  NOTES,  THE PLEDGE  AGREEMENT,  THE
GUARANTY  AGREEMENTS  AND/OR  THE  OTHER  BORROWER  DOCUMENTS.  IN THE  EVENT OF
LITIGATION,  THIS  AGREEMENT  MAY BE FILED AS A WRITTEN  CONSENT TO TRIAL BY THE
COURT.

         10.21 ACKNOWLEDGEMENT. THE BORROWER ACKNOWLEDGES THAT IT HAS RECEIVED A
               ----------------
COPY OF THIS  AGREEMENT  AND  EACH OF THE  OTHER  BORROWER  DOCUMENTS,  AS FULLY
EXECUTED BY THE PARTIES THERETO. THE BORROWER  ACKNOWLEDGES THAT IT (A) HAS READ
THIS AGREEMENT AND THE OTHER BORROWER  DOCUMENTS OR HAS CAUSED SUCH DOCUMENTS TO
BE EXAMINED BY ITS REPRESENTATIVES OR ADVISORS;  (B) IS THOROUGHLY FAMILIAR WITH
THE  TRANSACTIONS   CONTEMPLATED  IN  THIS  AGREEMENT  AND  THE  OTHER  BORROWER
DOCUMENTS;   AND  (C)  HAS  HAD  THE   OPPORTUNITY  TO  ASK  SUCH  QUESTIONS  TO
REPRESENTATIVES OF THE LENDER, AND RECEIVE ANSWERS THERETO, CONCERNING THE TERMS
AND CONDITIONS OF THE TRANSACTIONS  CONTEMPLATED IN THIS AGREEMENT AND THE OTHER
BORROWER  DOCUMENTS AS IT DEEMS NECESSARY IN CONNECTION WITH THE ITS DECISION TO
ENTER INTO THIS AGREEMENT.


             [THIS BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                      31-A

<PAGE>

         IN WITNESS  WHEREOF,  the parties have signed this  Agreement as of the
date set  forth in the  preamble  hereto,  but  actually  on the dates set forth
below.

                                      Lender:

                                      BANK OF LOUISVILLE


                                      By /s/ Richard Bean
                                        ----------------------------------------
                                        Richard Bean, Senior Vice President

                                      Date: August 15, 2000

                                      Borrower:

                                      ORIG, LLC


                                      By /s/ J.D. Nichols
                                        ----------------------------------------
                                        J. D. Nichols, Manager

                                      Date: August 15, 2000



                                      /s/ J.D. Nichols
                                      ------------------------------------------
                                      J. D. NICHOLS

                                      Date: August 15, 2000



                                      /s/ Brian Lavin
                                      ------------------------------------------
                                      BRIAN LAVIN

                                      Date: August 15, 2000



                                      -32-

<PAGE>


Annexes

          Annexes A-1 - A-3   Forms of Revolving Credit Notes in favor of the
                              Lender
          Annex B             Form of Pledge Agreement
          Annex C             Paragraphs for Opinion of Counsel for the Borrower
                              and Guarantor
          Annex D             Form of Joinder Agreement
          Annex E             Form of Partnership Notice and Acknowledgement

Schedules

          Schedule 1(P)       Partnership Interests
          Schedule 10.12      Permitted Liabilities
          Schedule 10.13      Permitted Encumbrances




<PAGE>


                                                                    EXHIBIT 3(a)


                             AGREEMENT, BILL OF SALE
                                 AND ASSIGNMENT




<PAGE>

                     AGREEMENT, BILL OF SALE AND ASSIGNMENT


     THIS AGREEMENT,  BILL OF SALE AND ASSIGNMENT (the  "Agreement") is made and
entered into this ___ day of February, 2000, by and among (i) ROGER M. KALAR and
MARTHA KALAR, his wife, with mailing address at Old Avon Village,  P.O. Box 788,
Building  39,  Avon,   Connecticut  06001  (collectively,   "Kalar")  and  DAVID
WARSHAWSKY  and  MARILYN  WARSHAWSKY,  his wife,  with  mailing  address at 1506
Berwick Road, Baltimore, Maryland 21204 (collectively,  "Warshawsky") (Kalar and
Warshawsky are  hereinafter  collectively  referred to herein as the "Sellers"),
and (ii) ORIG, LLC, a Kentucky limited liability company,  with principal office
and place of business at 10172 Linn Station  Road,  Louisville,  Kentucky  40223
(the "Buyer").

                              PRELIMINARY STATEMENT

     The Sellers own certain limited partnership  interests (the "Units") in the
"NTS Public  Partnerships"  (as that term is hereinafter  defined) and desire to
sell the same to the Buyer,  and the Buyer desires to purchase the same from the
Sellers, in accordance with the terms and conditions of this Agreement.

     NOW,  THEREFORE,  in  consideration  of the premises and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto hereby agree as follows:

     1. The Sellers hereby sell, transfer,  convey and assign to the Buyer those
Units in the NTS  Public  Partnerships  owned  by the  Sellers  as set  forth on
Exhibit A attached  hereto and made a part hereof (all of the entities  referred
to on Exhibit A are  hereinafter  collectively  referred  to as the "NTS  Public
Partnerships"   and  each  is   individually   referred  to  as  a  "NTS  Public
Partnership").

     2. Each of the  Sellers  represents  and  warrants  that he or she owns the
respective  Units in the NTS  Public  Partnerships  as  identified  on Exhibit A
hereto,  free and  clear  of all  liens,  encumbrances  and  security  interests
whatsoever,  and that he or she will defend title to the Units  hereby  conveyed
against  the claims and  demands of all  persons.  Each of the  Sellers  further
represents and warrants that he or she has had the  opportunity to ask questions
and receive answers concerning the NTS Public Partnerships,  to inspect and copy
material  documents relating to the NTS Public  Partnerships,  and to obtain all
additional  information  necessary to verify the  accuracy of such  information.
Each of the Sellers further represents and warrants that he or she, either alone
or with his or her purchaser  representative,  has such knowledge and experience
in  financial  matters  that he or she is capable of  evaluating  the merits and
risks of this sale. Each of the Sellers further  represents and warrants that as
of the date  hereof,  none of them own,  either  individually  or  jointly  with
another, or as a beneficiary,  any other limited partnership interests in any of
the NTS Public Partnerships, and the Sellers further warrant and agree that from
and after the date hereof, they shall not acquire a partnership  interest in any
form whatsoever in any of the NTS Public Partnerships.

     3. Each of the Sellers  hereby  agrees to execute and deliver to the Buyer,
or if such Units are held in trust for the benefit of a Seller,  the  respective
Seller shall cause the trustee or


                                       1


<PAGE>


custodian  to  execute  and  deliver to the  Buyer,  contemporaneously  with the
execution and delivery of this Agreement, the following documents:

                  (A) A Partnership  Transfer  Form, a form of which is attached
         hereto and made a part  hereof as Exhibit B, with  respect to the Units
         in each of the NTS  Public  Partnerships  which the  respective  Seller
         owns; and

                  (B) The original Certificates,  if any, representing the Units
         owned  in each of the NTS  Public  Partnerships  duly  assigned  to the
         Buyer.  If the  Certificates  have been  lost,  then the  Sellers  will
         execute and deliver an Affidavit  of Loss and  Indemnity  Agreement,  a
         form of which is  attached  hereto and made a part hereof as Exhibit C,
         with respect to the lost Certificates.

     4. As payment for the  assignment  of the Sellers'  Units in the NTS Public
Partnerships  pursuant to Paragraph 1 hereof, the Buyer hereby agrees (a) to pay
Kalar  the  sum  of  Six  Hundred  Seventy-Five   Thousand  and  00/100  Dollars
($675,000.00)  and  (b) to pay  Warshawsky  the sum of Two  Hundred  Twenty-Five
Thousand and 00/100 Dollars ($225,000.00) (collectively,  the "Purchase Price").
The Purchase Price for the Units shall be wire  transferred by Buyer to Sellers,
pursuant to written wire  instructions  received from Sellers,  within three (3)
business  days  of  receipt  by  Buyer  of  all  transfer  documents  necessary,
appropriate  or required in order to evidence the transfer of the Units to Buyer
as  contemplated  herein.  Upon the  payment of the  Purchase  Price by Buyer to
Sellers  and  delivery  by  Sellers  to Buyer of the  documents  evidencing  the
transfer of the Units as contemplated in Paragraph 3 hereof,  the Buyer shall be
entitled to receive all benefits and cash  distributions and otherwise  exercise
all rights of beneficial ownership of the Units herein conveyed.

     5. The Purchase Price shall be allocated to the different  Units in the NTS
Public   Partnerships  as  is  specified  opposite  each  of  those  NTS  Public
Partnerships on Exhibit A.

     6. The  Sellers  and  their  respective  heirs,  personal  representatives,
successors  and  assigns,  hereby  agree from and after the date  hereof to keep
confidential and not disclose without the prior written consent of the Buyer (a)
the  existence  of this  Agreement,  or (b) the  terms  and  conditions  of this
Agreement.  The  foregoing  restriction  shall  not  apply  to  disclosures  and
information  which (i) are  required  to  comply  with any  applicable  court or
administrative  order, law, statute or regulation,  (ii) are required to enforce
this  Agreement,  or (iii) are already in the public  domain or enter the public
domain  through a third  party who does not  thereby  breach  an  obligation  of
confidentiality required by this Agreement.

     7.  The  Sellers  and  the  Buyer  hereby   release  any  and  all  claims,
liabilities,  actions, causes of action, demands,  lawsuits, losses, damages and
the like, whatsoever that each may have against the other and Buyer's affiliates
and their officers,  directors and employees,  whether known or unknown, matured
or unmatured, contingent or absolute, except that the obligations of the Sellers
and the Buyer under this Agreement are not released.

     8. The parties hereto hereby appoint the respective general partner of each
of the NTS Public  Partnerships  to  transfer  ownership  of the Units  conveyed
herein on the books and records of the  respective NTS Public  Partnership,  and
the parties  hereto  further agree to execute

                                       2


<PAGE>


and deliver any and all additional documents required by such general partner in
order to effect the transfer of the Units contemplated herein.

     9. The parties  hereto  hereby agree that if any of the  provisions of this
Agreement  are not  performed in  accordance  with their  specific  terms or are
otherwise breached,  irreparable damage would occur. Without limiting any rights
or remedies  available to the Buyer, upon the violation of any provision hereof,
each of the Sellers hereby  acknowledge  that the Buyer is entitled to institute
and prosecute proceedings in any court of competent jurisdiction,  either at law
or in equity,  to obtain  damages for any willful breach of this Agreement or to
enforce specific performance of this Agreement.

     10.  All  notices  and  other  communications  hereunder  shall be given in
writing and shall be sufficiently given when personally delivered,  delivered by
a nationally  recognized  overnight  courier  service,  or when sent in the U.S.
mail,  registered or  certified,  return  receipt  requested,  postage  prepaid,
addressed  as follows  (or to such other  address or to such other  person as to
which any party  hereto  shall  have  given the  other  parties  hereto  written
notice):

      If to Kalar:                       Mr. and Mrs. Roger M. Kalar
                                         Old Avon Village
                                         P.O. Box 788, Building 39
                                         Avon, CT  06001

      If to Warshawsky:                  Mr. and Mrs. David Warshawsky
                                         1506 Berwick Road
                                         Baltimore, MD 21204

      If to Buyer:                       ORIG, LLC
                                         10172 Linn Station Road
                                         Louisville, KY 40223
                                         Attention: Neil A. Mitchell

     11. This  Agreement  shall be governed by and construed in accordance  with
the laws of the Commonwealth of Kentucky, without regard to its conflicts of law
rules.

     12. This Agreement may not be amended or modified, unless in writing signed
by all parties.

     13. This  Agreement  shall be binding  upon the parties  hereto,  and their
respective legal representatives, heirs, successors and assigns.

     14. This Agreement  contains the entire  understanding  between the parties
hereto  pertaining to its subject matter and supersedes all other agreements and
understandings, both oral and written, between the parties hereto concerning the
subject matter hereof.


                                       3

<PAGE>



         IN WITNESS WHEREOF,  the parties have entered into this Agreement as of
the day, month and year first above written.


                                             /s/ Roger M. Kalar
                                             -----------------------------------
                                             ROGER M. KALAR

                                             /s/ Martha C. Kalar
                                             -----------------------------------
                                             MARTHA KALAR

                                                 (collectively, "Kalar")


                                             /s/ David Warshawsky
                                             -----------------------------------
                                             DAVID WARSHAWSKY

                                             /s/ Marilyn Warshawsky
                                             -----------------------------------
                                             MARILYN WARSHAWSKY

                                                  (collectively, "Warshawsky")



                                             ORIG, LLC


                                             By:
                                                --------------------------------
                                             Title:
                                                  ------------------------------

                                                   (the "Buyer")

<PAGE>



                                                                    EXHIBIT 3(b)


                        J.D. NICHOLS' COMMERCIAL GUARANTY
                           OF BUSINESS LOAN AGREEMENT



<PAGE>


                               COMMERCIAL GUARANTY

<TABLE>
<S>       <C>  <C>  <C>       <C>      <C>   <C>        <C>     <C>     <C>

Principal Loan Date Maturity  Loan No. Call  Collateral Account Officer Initials
                                       A4A0  5514               8410

</TABLE>

References  in the shaded  area are for  Lender's  use only and do not limit the
applicability of this document to any particular loan or item.
--------------------------------------------------------------------------------
Borrower:ORIG, L.L.C. (TIN: 61-1324094) Lender:Community Trust Bank, N.A.
         10172 LINN STATION ROAD               Louisville Loan Production Office
         LOUISVILLE, KY 40223                  4350 Brownsboro Road
                                               Louisville, KY 40207

Guarantor: J.D. NICHOLS
           8917 CROMWELL HILL ROAD
           LOUISVILLE, KY 40222
================================================================================
AMOUNT OF  GUARANTY.  The amount of this  Guaranty is 75.000% of all amounts due
from  Borrower  to Lender as provided  below,  however in no event to exceed One
Million Five Hundred Thousand & 00/100 Dollars ($1,500,000.00).

GUARANTY.  For good and  valuable  consideration,  J. D.  NICHOLS  ("Guarantor")
absolutely and unconditionally guarantees and promises to pay to Community Trust
Bank,  N.A.  ("Lender")  or its order,  in legal tender of the Unites  States of
America, 75.000% of the indebtedness (as that term is defined below) of ORIG, L.
L. C.  ("Borrower")  to Lender on the  terms  and  conditions  set forth in this
Guaranty.  Guarantor agrees that Lender,  in its sole discretion,  may determine
which portion of  Borrower's  indebtedness  to Lender is covered by  Guarantor's
percentage guaranty.

DEFINITIONS.  The following words shall have the following meanings when used in
this Guaranty:

     Borrower. The word "Borrower" means ORIG, L.L.C..

     Guarantor. The word "Guarantor" means J. D. NICHOLS.

     Guaranty. The word "Guaranty" means this Guaranty made by Guarantor for the
     benefit of Lender dated December 28, 1999.

     Indebtedness.  The word  "Indebtedness"  means the Note,  including (a) all
     principal,  (b) all interest,  (c) all late charges,  (d) all loan fees and
     loan charges,  and (e) all  collection  costs and expenses  relating to the
     Note or to any  collateral  for the Note.  Collection  costs  and  expenses
     include without limitation all of Lender's  reasonable  attorneys' fees and
     Lender's legal expenses,  whether or not suit is instituted, and reasonable
     attorneys'  fees and legal expenses for bankruptcy  proceedings  (including
     efforts to modify or vacate any automatic stay or injunction), appeals, and
     any anticipated post-judgement collection services.

     Lender.  The word "Lender" means Community Trust Bank, N.A., its successors
     and assigns.

     Note. The word "Note" means the promissory  note or credit  agreement dated
     December 28, 1999, in the original  principal amount of $2,000,000.00  from
     Borrower  to  Lender,   together  with  all  renewals  of,  extensions  of,
     modifications of, refinancings of, consolidations of, and substitutions for
     the promissory note or agreement.

     Related Documents.  The words "Related  Documents" mean and include without
     limitation  all  promissory  notes,  credit  agreements,  loan  agreements,
     environmental agreements, guaranties, security agreements, mortgages, deeds
     of trust, and all other instruments,  agreements and documents, whether now
     or hereafter existing, executed in connection with the indebtedness.

MAXIMUM LIABILITY.  The maximum liability of Guarantor under this Guaranty shall
not exceed at any one time 75.000% of all indebtedness;  however, in no event to
exceed  $1,500,000.00  plus all costs and  expenses of (a)  enforcement  of this
Guaranty and (b) collection and sale of any collateral securing this Guaranty.

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

NATURE OF GUARANTY.  Guarantor intends to guarantee at all times the performance
and  prompt  payment  when due,  whether  at  maturity  or  earlier by reason of
acceleration or otherwise,  of all  indebtedness  within the limits set forth in
the preceding section of this Guaranty.

DURATION OF GUARANTY.  This  Guaranty  will take effect when  received by Lender
without the necessity of any acceptance by Lender, or any notice to Guarantor or
to  Borrower,  and,  subject to the  provisions  set forth  below in the section
titled  "DATE ON WHICH THE  GUARANTY  TERMINATES,"  will  continue in full force
until all indebtedness  shall have been fully and finally paid and satisfied and
all other obligations of Guarantor under this Guaranty shall have been performed
in full.  Release of any other guarantor or termination of any other guaranty of
the  indebtedness  shall not  affect  the  liability  of  Guarantor  under  this
Guaranty.  A revocation received by Lender from any one or more Guarantors shall
not affect the liability of any remaining Guarantors under this Guaranty.

GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice
or demand and without lessening Guarantor's liability under this Guaranty,  from
time to time: (a) to make one or more  additional  secured or unsecured loans to
Borrower,  to lease equipment or other goods to Borrower, or otherwise to extend
additional  credit  to  Borrower;  (b)  to  alter,  compromise,  renew,  extend,
accelerate,  or otherwise change one or more times the time for payment or other
terms of the indebtedness or any part of the indebtedness,  including  increases
and  decreases of the rate of interest on the  indebtedness;  extensions  may be
repeated and may be for longer than the original loan term; (c) to take and hold
security for the payment of this  Guaranty or the  indebtedness,  and  exchange,
enforce, waive, subordinate, fall or decide not to perfect, and release any such
security,  with or without the  substitution of new collateral;  (d) to release,
substitute,  agree  not to sue,  or deal  with  any one ore  more of  Borrower's
sureties,  endorsers,  or other  guarantors on any terms or in any manner Lender
may choose;  (e) to determine  how,  when and what  application  of payments and
credits shall be made on the indebtedness; (f) to apply such security and direct
the  order  or  manner  of  sale  thereof,  including  without  limitation,  any
nonjudicial sale permitted by the terms of the controlling security agreement or
deed of trust, as Lender in its discretion may determine; (g) to sell, transfer,
assign, or grant participations in all or any part of the indebtedness;  and (h)
to assign or transfer this Guaranty in whole or in part.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to
Lender that (a) no  representations  or agreements of any kind have been made to
Guarantor  which would  limit or qualify in any way the terms of this  Guaranty;
(b) this  Guaranty is executed at  Borrower's  request and not at the request of
Lender;  (c)  Guarantor  has full power,  right and authority to enter into this
Guaranty;  (d) the provisions of this Guaranty do not conflict with or result in
a default under any agreement or other instrument  binding upon Guarantor and do
not  result  in a  violation  of any  law,  regulation,  court  decree  or order
applicable to Guarantor:  (e) Guarantor has not and will not,  without the prior
written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer,
or otherwise dispose of all or substantially  all of Guarantor's  assets, or any
interest therein;  (f) upon Lender's  request,  Guarantor will provide to Lender
financial and credit  information  in form  acceptable  to Lender,  and all such
financial  information


<PAGE>



12-28-1999                 COMMERCIAL GUARANTY                            Page 2
Loan No                       (Continued)
--------------------------------------------------------------------------------

  which  currently  has  been,  and all  future  financial
information  which will be provided to Lender is and will be true and correct in
all material respects and fairly present the financial condition of Guarantor as
the dates the financial information is provided;  (g) no material adverse change
has  occurred  in  Guarantor's  financial  condition  since the date of the most
recent financial  statements  provided to Lender and no event has occurred which
may  materially  adversely  affect  Guarantor's  financial  condition;   (h)  no
litigation,  claim,  investigation,  administrative proceeding or similar action
(including  those for unpaid taxes) against  Guarantor is pending or threatened;
(i) Lender has made no representation to Guarantor as to the creditworthiness of
Borrower;  and (j) Guarantor has  established  adequate  means of obtaining from
Borrower  on a  continuing  basis  information  regarding  Borrower's  financial
condition.  Guarantor agrees to keep adequately  informed from such means of any
facts,  events, or circumstances which might in any way affect Guarantor's risks
under this  Guaranty,  and Guarantor  further agrees that , absent a request for
information,  Lender  shall have no  obligation  to  disclose to  Guarantor  any
information  or documents  acquired by Lender in the course of its  relationship
with Borrower.


GUARANTOR'S  WAIVERS.  Except as prohibited by applicable law,  Guarantor waives
any right to require  Lender (a) to continue  lending  money or to extend  other
credit to Borrower; (b) to make any presentment,  protest,  demand, or notice of
any kind,  including  notice of any nonpayment of the indebtedness or of any non
payment related to any  collateral,  or notice of any action or nonaction on the
part of Borrower, Lender, any surety, endorser, or other guarantor in connection
with the  indebtedness  or in connection  with the creation of new or additional
loans or  obligations;  (c) to resort for  payment or to proceed  directly or at
once  against any person,  including  Borrower  or any other  guarantor;  (d) to
proceed directly against or exhaust any collateral held by Lender from Borrower,
any other guarantor, or any other person; (e) to give notice of the terms, time,
and place of any public or private sale of personal  property  security  held by
Lender from  Borrower or to comply with any other  applicable  provisions of the
Uniform  Commercial  Code; (f) to pursue any other remedy within Lender's power;
or (g) to commit any act of omission of any kind,  or at any time , with respect
to any matter whatsoever.

If now or  hereafter  (a)  Borrower  shall be or become  insolvent,  and (b) the
indebtedness  shall not at all times until paid be fully  secured by  collateral
pledged by Borrower,  Guarantor  hereby forever waives and relinquishes in favor
of Lender and Borrower, and their respective  successors,  any claim or right to
payment Guarantor may now have or hereafter have or acquire against Borrower, by
subrogation  or  otherwise,  so that at no time shall  Guarantor  be or become a
"creditor" of Borrower within the meaning of 11 U.S.C.  section  547(b),  or any
successor provision of the Federal bankruptcy laws.

Guarantor  also waives any and all rights or  defenses  arising by reason of (a)
any "one  action" or  "anti-deficiency"  law or any other law which may  prevent
Lender from  bringing  any action,  including  a claim for  deficiency,  against
Guarantor,   before  or  after  Lender's   commencement  or  completion  of  any
foreclosure action, either judicially or by exercise of a power of sale; (b) any
election of remedies by Lender  which  destroys or otherwise  adversely  affects
guarantor's subrogation rights or Guarantor's rights to proceed against Borrower
for reimbursement,  including without  limitation,  any loss of rights Guarantor
may  suffer  by reason  of any law  limiting,  qualifying,  or  discharging  the
indebtedness;  (c) any  disability  or other  defense of Borrower,  of any other
guarantor,  or of any other person,  or by reason of the cessation of Borrower's
liability from any cause whatsoever, other than payment in full in legal tender,
of the indebtedness; (d) any right to claim discharge of the indebtedness on the
basis of unjustified impairment of any collateral for the indebtedness;  (e) any
statute  of  limitations,  if at any time any  action or suit  brought by Lender
against Guarantor is commenced there is outstanding  indebtedness of Borrower to
Lender which is not barred by any applicable statute of limitations;  or (f) any
defenses  given to guarantors at law or in equity other than actual  payment and
performance  of the  indebtedness.  If  payment  is  made by  Borrower,  whether
voluntarily  or  otherwise,  or by any  third  party,  on the  indebtedness  and
thereafter  Lender is forced to remit the amount of that  payment to  Borrower's
trustee  in  bankruptcy  or to any  similar  person  under any  federal or state
bankruptcy  law or law for the  relief of  debtors,  the  indebtedness  shall be
considered unpaid for the purpose of enforcement of this Guaranty.

Guarantor  further  waives  and  agrees  not to  assert or claim at any time any
deduction  st to the  amount  guaranteed  under this  Guaranty  for any claim of
setoff, counterclaim,  counter demand, recoupment or similar right, whether such
claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees
that each of the waivers set forth above is made with Guarantor's full knowledge
of its significance and  consequences  and that,  under the  circumstances,  the
waivers are  reasonable  and not  contrary to public  policy or law. If any such
waiver is determinedto be contrary to any applicable law or public policy,  such
waiver shall be effective only to the extent permitted by law or public policy.

LENDER'S  RIGHT OF SETOFF.  In  addition  to all liens upon and rights of setoff
against the moneys, securities or other property of Guarantor given to Lender by
law, Lender shall have, with respect to Guarantor's  obligations to Lender under
this  Guaranty  and to the  extent  permitted  by law,  a  contractual  security
interest  in and a right  of  setoff  against,  and  Guarantor  hereby  assigns,
conveys,  delivers,  pledges,  and transfers to Lender all of Guarantor's right,
title  and  interest  in and to,  all  deposits,  moneys,  securities  and other
property of Guarantor  now or hereafter in the  possession of or on deposit with
Lender,  whether held in a general or special  account or deposit,  whether held
jointly  with  someone  else,  or whether  held for  safekeeping  or  otherwise,
excluding  however  all IRA,  Keogh,  and trust  accounts.  Every such  security
interest and right of setoff may be exercised  without  demand upon or notice to
Guarantor.  No security interest or right of setoff shall be deemed to have been
waived by any act or conduct on the part of Lender or by any neglect to exercise
such right of setoff or to enforce such security  interest or by any delay in so
doing.  Every right of setoff and security interest shall continue in full force
and effect  until  such right of setoff or  security  interest  is  specifically
waived or released by an instrument in writing executed by Lender.


SUBORDINATION  OF  BORROWER'S  DEBTS TO  GUARANTOR.  Guarantor  agrees  that the
indebtedness of Borrower to Lender,  whether now existing or hereafter  created,
shall be prior to any claim that  Guarantor  may now have or  hereafter  acquire
against Borrower,  whether or not Borrower becomes  insolvent.  Guarantor hereby
expressly  subordinates any claim Guarantor may have against Borrower,  upon any
account  whatsoever,  to any claim that Lender may now or hereafter have against
Borrower. In the event of insolvency and consequent liquidation of the assets of
Borrower,  through bankruptcy, by an assignment for the benefit of creditors, by
voluntary  liquidation,  or otherwise,  the assets of Borrower applicable to the
payment of the claims of both Lender and  Guarantor  shall be paid to Lender and
shall be first  applied by Lender to the  Indebtedness  of  Borrower  to Lender.
Guarantor  does hereby  assign to Lender all claims which it may have or acquire
against  Borrower or against any assignee or trustee in  bankruptcy of Borrower;
provided  however,  that such assignment shall be effective only for the purpose
of assuring  to Lender  full  payment in legal  tender of the  indebtedness.  If
Lender so requests,  any notes or credit agreements now or hereafter  evidencing
any debts or obligations of Borrower to Guarantor  shall be marked with a legend
that the same are subject to this  Guaranty  and shall be  delivered  to Lender.
Guarantor  agrees,  and Lender hereby is  authorized,  in the name of Guarantor,
from time to time to execute  and file  financing  statements  and  continuation
statements and to execute such other documents and to take such other actions as
Lender  deems  necessary  or  appropriate  to perfect,  preserve and enforce its
rights under this Guaranty.

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

     Amendments. This Guaranty, together with any Related Documents, constitutes
     the entire understanding and agreement of the parties as to the matters set
     forth in this  Guaranty.  No  alteration  of or amendment to this  Guaranty
     shall be  effective  unless  given in  writing  and  signed by the party or
     parties sought to be charged or bound by the alteration or amendment.

     Applicable  Law. This Guaranty has been delivered to Lender and accepted by
     Lender in the  Commonwealth of Kentucky.  If there is a lawsuit,  Guarantor
     agrees upon Lender's request to submit to the jurisdiction of the courts of
     PIKE County,  Commonwealth of Kentucky.  Lender and Guarantor  hereby waive
     the right to any jury  trial in any  action,  proceeding,  or  counterclaim
     brought by either  Lender or  Guarantor  against the other.  This  Guaranty
     shall be  governed  by and  construed  in  accordance  with the laws of the
     Commonwealth of Kentucky.



<PAGE>


12-28-1999                  COMMERCIAL GUARANTY                           Page 3
Loan No                        (Continued)
--------------------------------------------------------------------------------


     Attorneys'  Fees;  Expenses.  Guarantor  agrees to pay upon  demand  all of
     Lender's  costs and  expenses,  including  reasonable  attorneys'  fees and
     Lender's legal expenses, incurred n connection with the enforcement of this
     Guaranty.  Lender may pay someone else to help enforce this  Guaranty,  and
     Guarantor shall pay the costs and expenses of such  enforcement.  Costs and
     expenses  include  Lender's  reasonable  attorneys' fees and legal expenses
     whether or not there is a lawsuit, including reasonable attorneys' fees and
     legal expenses for bankruptcy  proceedings (and including efforts to modify
     or vacate any automatic stay or injunction),  appeals,  and any anticipated
     post-judgment collection services. Guarantor also shall pay all court costs
     and such additional fees as may be directed by the court.

     Notices.  All  notices  required  to be given by either  party to the other
     under  this  Guaranty  shall be in  writing,  may be sent by  telefacsimile
     (unless  otherwise  required by law),  and shall be effective when actually
     delivered or when deposited with a nationally recognized overnight courier,
     or when deposited in the United States mail,  first class postage  prepaid,
     addressed  to the party to whom the  notice  is to be given at the  address
     show above or to such other  addresses as either party may designate to the
     other in  writing.  If there is more  than  one  Guarantor,  notice  to any
     Guarantor will constitute  notice to all Guarantors.  For notice  purposes,
     Guarantor  agrees  to keep  Lender  informed  at all  times of  Guarantor's
     current address.

     Interpretation.  In all  cases  where  there is more than one  Borrower  or
     Guarantor,  then all words used in this  Guaranty in the singular  shall be
     deemed to have been used in the plural  where the context and  construction
     so  require;  and  where  there  is more  than one  Borrower  named in this
     Guaranty or when this Guaranty is executed by more than one Guarantor,  the
     words "Borrower" and "Guarantor" respectively shall mean all and any one or
     more of them. The words "Guarantor,"  "Borrower, " and "Lender" include the
     heirs,  successors,  assigns,  and  transferees  of each of  them.  Caption
     headings in Guaranty are for  convenience  purposes  only and are not to be
     used to interpret or define the provisions of this Guaranty.  If a court of
     competent  jurisdiction  finds any provision of this Guaranty to be invalid
     or unenforceable  as to any person or circumstance,  such finding shall not
     render that provision  invalid or  unenforceable as to any other persons or
     circumstances,  and all  provisions of this Guaranty in all other  respects
     shall  remain  valid and  enforceable.  If any one or more of  Borrower  or
     Guarantor are corporations or partnerships,  it is not necessary for Lender
     to inquire  into the powers of Borrower or  Guarantor  or of the  officers,
     directors, partners, or agents acting or purporting to act on their behalf,
     and any  indebtedness  made or  created  in  reliance  upon  the  professed
     exercise of such powers shall be guaranteed under this Guaranty.

     Waiver.  Lender  shall not be deemed to have  waived any rights  under this
     Guaranty  unless such  waiver is given in writing and signed by Lender.  No
     delay or  omission  on the part of Lender  in  exercising  any right  shall
     operate as a wavier of such right or any other right. A waiver by Lender of
     a provision of this Guaranty  shall not prejudice or constitute a waiver of
     Lender's right otherwise to demand strict compliance with that provision or
     any other  provision of this Guaranty.  No prior waiver by Lender,  nor any
     course of dealing between Lender and Guarantor,  shall  constitute a waiver
     of any of Lender's  rights or of any of  Guarantor's  obligations as to any
     future transactions.  Whenever the consent of Lender is required under this
     Guaranty,  the granting of such consent by Lender in any instance shall not
     constitute continuing consent to subsequent instances where such consent is
     required  and in all cases such  consent  may be granted or withheld in the
     sole discretion of Lender.

MAXIMUM  AMOUNT OF GUARANTY.  NOTWITHSTANDING  THE TERMS OF THIS GUARANTY TO THE
CONTRARY,  IN THE EVENT  THAT THE  OUTSTANDING  PRINCIPAL  BALANCE  IS LESS THAN
$2,000,000.00 AT THE TIME OF ACCELERATION OR MATURITY BY LENDER,  J. D. NICHOLS'
LIABILITY  HEREUNDER SHALL BE LIMITED TO 75% OF THE  THEN-OUTSTANDING  PRINCIPAL
BALANCE.

ASSET CONVEYANCE LIMITATION.  NOTWITHSTANDING THE FOREGOING, THIS GUARANTY SHALL
NOT  PRECLUDE  GUARANTOR'S  CONVEYING  ASSETS IN  RELATION  TO ESTATE  PLANNING,
PROVIDED,  HOWEVER, THAT ANY SUCH CONVEYANCE SHALL RESULT IN GUARANTOR RETAINING
OPERATIONAL AND LEGAL CONTROL OF THE UNDERLYING ASSET(S).

MISCELLANEOUS  PROVISIONS.  THE PARTIES  HERETO HAVE  ELECTED TO  ELIMINATE  THE
FOLLOWING FROM THE COMMERCIAL GUARANTY:  1.) AMOUNT OF GUARANTY SECTION 2.) ITEM
C, UNDER GUARANTOR'S AUTHORIZATION TO LENDER AND 3.) LENDER'S RIGHT OF SETOFF.

DATE ON WHICH THE GUARANTY  TERMINATES.  Notwithstanding  any other provision of
this  Guaranty,  this Guaranty  shall  terminate no later than January 28, 2005,
provided  however  that,  pursuant to KRS 371.065,  such  termination  shall not
affect  Guarantor's  liability with respect to  obligations  created or incurred
propr to such date, or extensions or renewals of, interest accruing on, or fees,
costs or expenses  incurred with respect to, such  obligations  on or after such
date.

EACH UNDERSIGNED  GUARANTOR  ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS. IN ADDITION,  EACH GUARANTOR  UNDERSTANDS THAT
THIS  GUARANTY IS  EFFECTIVE  UPON  GUARANTOR'S  EXECUTION  AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE  UNTIL  TERMINATED IN THE
MANNER  SET  FORTH IN THE  SECTION  TITLED  "DURATION  OF  GUARANTY."  NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY
IS DATED DECEMBER 28, 1999.

GUARANTOR:

X /s/ J.D. Nichols
  ---------------------------
  J. D. NICHOLS

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


<PAGE>



                                                                    EXHIBIT 3(c)


                      BRIAN F. LAVIN'S COMMERCIAL GUARANTY
                           OF BUSINESS LOAN AGREEMENT







<PAGE>



                               COMMERCIAL GUARANTY

<TABLE>

<S>       <C>  <C>  <C>      <C>      <C>   <C>        <C>      <C>     <C>

Principal Loan Date Maturity Loan No. Call  Collateral Account  Officer Initials
                                      A4A0  5514                8410

</TABLE>


References  in the shaded  area are for  Lender's  use only and do not limit the
applicability of this document to any particular loan or item.

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

Borrower:ORIG, L.L.C. (TIN: 61-1324094) Lender:Community Trust Bank, N.A.
         10172 LINN STATION ROAD               Louisville Loan Production Office
         LOUISVILLE, KY 40223                  4350 Brownsboro Road
                                               Louisville, KY 40207

Guarantor: BRIAN F. LAVIN
           9402 US HWY 42
           PROSPECT, KY 40059
================================================================================
AMOUNT OF  GUARANTY.  The amount of this  Guaranty is 25.000% of all amounts due
from  Borrower to Lender as provided  below,  however in no event to exceed Five
Hundred Thousand & 00/100 Dollars ($500,000.00).

GUARANTY.  For good and  valuable  consideration,  BRIAN F. LAVIN  ("Guarantor")
absolutely and unconditionally guarantees and promises to pay to Community Trust
Bank,  N.A.  ("Lender")  or its order,  in legal tender of the Unites  States of
America, 25.000% of the indebtedness (as that term is defined below) of ORIG, L.
L. C.  ("Borrower")  to Lender on the  terms  and  conditions  set forth in this
Guaranty.  Guarantor agrees that Lender,  in its sole discretion,  may determine
which portion of  Borrower's  indebtedness  to Lender is covered by  Guarantor's
percentage guaranty.

DEFINITIONS.  The following words shall have the following meanings when used in
this Guaranty:

     Borrower. The word "Borrower" means ORIG, L.L.C..

     Guarantor. The word "Guarantor" means BRIAN F. LAVIN.

     Guaranty. The word "Guaranty" means this Guaranty made by Guarantor for the
     benefit of Lender dated December 28, 1999.

     Indebtedness.  The word  "Indebtedness"  means the Note,  including (a) all
     principal,  (b) all interest,  (c) all late charges,  (d) all loan fees and
     loan charges,  and (e) all  collection  costs and expenses  relating to the
     Note or to any  collateral  for the Note.  Collection  costs  and  expenses
     include without limitation all of Lender's  reasonable  attorneys' fees and
     Lender's legal expenses,  whether or not suit is instituted, and reasonable
     attorneys'  fees and legal expenses for bankruptcy  proceedings  (including
     efforts to modify or vacate any automatic stay or injunction), appeals, and
     any anticipated post-judgement collection services.

     Lender.  The word "Lender" means Community Trust Bank, N.A., its successors
     and assigns.

     Note. The word "Note" means the promissory  note or credit  agreement dated
     December 28, 1999, in the original  principal amount of $2,000,000.00  from
     Borrower  to  Lender,   together  with  all  renewals  of,  extensions  of,
     modifications of, refinancings of, consolidations of, and substitutions for
     the promissory note or agreement.

     Related Documents.  The words "Related  Documents" mean and include without
     limitation  all  promissory  notes,  credit  agreements,  loan  agreements,
     environmental agreements, guaranties, security agreements, mortgages, deeds
     of trust, and all other instruments,  agreements and documents, whether now
     or hereafter existing, executed in connection with the indebtedness.

MAXIMUM LIABILITY.  The maximum liability of Guarantor under this Guaranty shall
not exceed at any one time 25.000% of all indebtedness;  however, in no event to
exceed  $500,000.00  plus all  costs and  expenses  of (a)  enforcement  of this
Guaranty and (b) collection and sale of any collateral securing this Guaranty.

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

NATURE OF GUARANTY.  Guarantor intends to guarantee at all times the performance
and  prompt  payment  when due,  whether  at  maturity  or  earlier by reason of
acceleration or otherwise,  of all  indebtedness  within the limits set forth in
the preceding section of this Guaranty.

DURATION OF GUARANTY.  This  Guaranty  will take effect when  received by Lender
without the necessity of any acceptance by Lender, or any notice to Guarantor or
to  Borrower,  and,  subject to the  provisions  set forth  below in the section
titled  "DATE ON WHICH THE  GUARANTY  TERMINATES,"  will  continue in full force
until all indebtedness  shall have been fully and finally paid and satisfied and
all other obligations of Guarantor under this Guaranty shall have been performed
in full.  Release of any other guarantor or termination of any other guaranty of
the  indebtedness  shall not  affect  the  liability  of  Guarantor  under  this
Guaranty.  A revocation received by Lender from any one or more Guarantors shall
not affect the liability of any remaining Guarantors under this Guaranty.

GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice
or demand and without lessening Guarantor's liability under this Guaranty,  from
time to time: (a) to make one or more  additional  secured or unsecured loans to
Borrower,  to lease equipment or other goods to Borrower, or otherwise to extend
additional  credit  to  Borrower;  (b)  to  alter,  compromise,  renew,  extend,
accelerate,  or otherwise change one or more times the time for payment or other
terms of the indebtedness or any part of the indebtedness,  including  increases
and  decreases of the rate of interest on the  indebtedness;  extensions  may be
repeated and may be for longer than the original loan term; (c) to take and hold
security for the payment of this  Guaranty or the  indebtedness,  and  exchange,
enforce, waive, subordinate, fall or decide not to perfect, and release any such
security,  with or without the  substitution of new collateral;  (d) to release,
substitute,  agree  not to sue,  or deal  with  any one ore  more of  Borrower's
sureties,  endorsers,  or other  guarantors on any terms or in any manner Lender
may choose;  (e) to determine  how,  when and what  application  of payments and
credits shall be made on the indebtedness; (f) to apply such security and direct
the  order  or  manner  of  sale  thereof,  including  without  limitation,  any
nonjudicial sale permitted by the terms of the controlling security agreement or
deed of trust, as Lender in its discretion may determine; (g) to sell, transfer,
assign, or grant participations in all or any part of the indebtedness;  and (h)
to assign or transfer this Guaranty in whole or in part.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to
Lender that (a) no  representations  or agreements of any kind have been made to
Guarantor  which would  limit or qualify in any way the terms of this  Guaranty;
(b) this  Guaranty is executed at  Borrower's  request and not at the request of
Lender;  (c)  Guarantor  has full power,  right and authority to enter into this
Guaranty;  (d) the provisions of this Guaranty do not conflict with or result in
a default under any agreement or other instrument  binding upon Guarantor and do
not  result  in a  violation  of any  law,  regulation,  court  decree  or order
applicable to Guarantor:  (e) Guarantor has not and will not,  without the prior
written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer,
or otherwise dispose of all or substantially  all of Guarantor's  assets, or any
interest therein;  (f) upon Lender's  request,  Guarantor will provide to Lender
financial and credit  information  in form  acceptable  to Lender,  and all such
financial  information


<PAGE>



12-28-1999                  COMMERCIAL GUARANTY                           Page 2
Loan No                         (Continued)
--------------------------------------------------------------------------------

which  currently  has  been,  and all  future  financial
information  which will be provided to Lender is and will be true and correct in
all material respects and fairly present the financial condition of Guarantor as
the dates the financial information is provided;  (g) no material adverse change
has  occurred  in  Guarantor's  financial  condition  since the date of the most
recent financial  statements  provided to Lender and no event has occurred which
may  materially  adversely  affect  Guarantor's  financial  condition;   (h)  no
litigation,  claim,  investigation,  administrative proceeding or similar action
(including  those for unpaid taxes) against  Guarantor is pending or threatened;
(i) Lender has made no representation to Guarantor as to the creditworthiness of
Borrower;  and (j) Guarantor has  established  adequate  means of obtaining from
Borrower  on a  continuing  basis  information  regarding  Borrower's  financial
condition.  Guarantor agrees to keep adequately  informed from such means of any
facts,  events, or circumstances which might in any way affect Guarantor's risks
under this  Guaranty,  and Guarantor  further agrees that , absent a request for
information,  Lender  shall have no  obligation  to  disclose to  Guarantor  any
information  or documents  acquired by Lender in the course of its  relationship
with Borrower.

GUARANTOR'S  WAIVERS.  Except as prohibited by applicable law,  Guarantor waives
any right to require  Lender (a) to continue  lending  money or to extend  other
credit to Borrower; (b) to make any presentment,  protest,  demand, or notice of
any kind,  including  notice of any nonpayment of the indebtedness or of any non
payment related to any  collateral,  or notice of any action or nonaction on the
part of Borrower, Lender, any surety, endorser, or other guarantor in connection
with the  indebtedness  or in connection  with the creation of new or additional
loans or  obligations;  (c) to resort for  payment or to proceed  directly or at
once  against any person,  including  Borrower  or any other  guarantor;  (d) to
proceed directly against or exhaust any collateral held by Lender from Borrower,
any other guarantor, or any other person; (e) to give notice of the terms, time,
and place of any public or private sale of personal  property  security  held by
Lender from  Borrower or to comply with any other  applicable  provisions of the
Uniform  Commercial  Code; (f) to pursue any other remedy within Lender's power;
or (g) to commit any act of omission of any kind,  or at any time , with respect
to any matter whatsoever.

If now or  hereafter  (a)  Borrower  shall be or become  insolvent,  and (b) the
indebtedness  shall not at all times until paid be fully  secured by  collateral
pledged by Borrower,  Guarantor  hereby forever waives and relinquishes in favor
of Lender and Borrower, and their respective  successors,  any claim or right to
payment Guarantor may now have or hereafter have or acquire against Borrower, by
subrogation  or  otherwise,  so that at no time shall  Guarantor  be or become a
"creditor" of Borrower within the meaning of 11 U.S.C.  section  547(b),  or any
successor provision of the Federal bankruptcy laws.

Guarantor  also waives any and all rights or  defenses  arising by reason of (a)
any "one  action" or  "anti-deficiency"  law or any other law which may  prevent
Lender from  bringing  any action,  including  a claim for  deficiency,  against
Guarantor,   before  or  after  Lender's   commencement  or  completion  of  any
foreclosure action, either judicially or by exercise of a power of sale; (b) any
election of remedies by Lender  which  destroys or otherwise  adversely  affects
guarantor's subrogation rights or Guarantor's rights to proceed against Borrower
for reimbursement,  including without  limitation,  any loss of rights Guarantor
may  suffer  by reason  of any law  limiting,  qualifying,  or  discharging  the
indebtedness;  (c) any  disability  or other  defense of Borrower,  of any other
guarantor,  or of any other person,  or by reason of the cessation of Borrower's
liability from any cause whatsoever, other than payment in full in legal tender,
of the indebtedness; (d) any right to claim discharge of the indebtedness on the
basis of unjustified impairment of any collateral for the indebtedness;  (e) any
statute  of  limitations,  if at any time any  action or suit  brought by Lender
against Guarantor is commenced there is outstanding  indebtedness of Borrower to
Lender which is not barred by any applicable statute of limitations;  or (f) any
defenses  given to guarantors at law or in equity other than actual  payment and
performance  of the  indebtedness.  If  payment  is  made by  Borrower,  whether
voluntarily  or  otherwise,  or by any  third  party,  on the  indebtedness  and
thereafter  Lender is forced to remit the amount of that  payment to  Borrower's
trustee  in  bankruptcy  or to any  similar  person  under any  federal or state
bankruptcy  law or law for the  relief of  debtors,  the  indebtedness  shall be
considered unpaid for the purpose of enforcement of this Guaranty.

Guarantor  further  waives  and  agrees  not to  assert or claim at any time any
deduction  st to the  amount  guaranteed  under this  Guaranty  for any claim of
setoff, counterclaim,  counter demand, recoupment or similar right, whether such
claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees
that each of the waivers set forth above is made with Guarantor's full knowledge
of its significance and  consequences  and that,  under the  circumstances,  the
waivers are  reasonable  and not  contrary to public  policy or law. If any such
waiver is determinedto be contrary to any applicable law or public policy,  such
waiver shall be effective only to the extent permitted by law or public policy.

LENDER'S  RIGHT OF SETOFF.  In  addition  to all liens upon and rights of setoff
against the moneys, securities or other property of Guarantor given to Lender by
law, Lender shall have, with respect to Guarantor's  obligations to Lender under
this  Guaranty  and to the  extent  permitted  by law,  a  contractual  security
interest  in and a right  of  setoff  against,  and  Guarantor  hereby  assigns,
conveys,  delivers,  pledges,  and transfers to Lender all of Guarantor's right,
title  and  interest  in and to,  all  deposits,  moneys,  securities  and other
property of Guarantor  now or hereafter in the  possession of or on deposit with
Lender,  whether held in a general or special  account or deposit,  whether held
jointly  with  someone  else,  or whether  held for  safekeeping  or  otherwise,
excluding  however  all IRA,  Keogh,  and trust  accounts.  Every such  security
interest and right of setoff may be exercised  without  demand upon or notice to
Guarantor.  No security interest or right of setoff shall be deemed to have been
waived by any act or conduct on the part of Lender or by any neglect to exercise
such right of setoff or to enforce such security  interest or by any delay in so
doing.  Every right of setoff and security interest shall continue in full force
and effect  until  such right of setoff or  security  interest  is  specifically
waived or released by an instrument in writing executed by Lender.


SUBORDINATION  OF  BORROWER'S  DEBTS TO  GUARANTOR.  Guarantor  agrees  that the
indebtedness of Borrower to Lender,  whether now existing or hereafter  created,
shall be prior to any claim that  Guarantor  may now have or  hereafter  acquire
against Borrower,  whether or not Borrower becomes  insolvent.  Guarantor hereby
expressly  subordinates any claim Guarantor may have against Borrower,  upon any
account  whatsoever,  to any claim that Lender may now or hereafter have against
Borrower. In the event of insolvency and consequent liquidation of the assets of
Borrower,  through bankruptcy, by an assignment for the benefit of creditors, by
voluntary  liquidation,  or otherwise,  the assets of Borrower applicable to the
payment of the claims of both Lender and  Guarantor  shall be paid to Lender and
shall be first  applied by Lender to the  Indebtedness  of  Borrower  to Lender.
Guarantor  does hereby  assign to Lender all claims which it may have or acquire
against  Borrower or against any assignee or trustee in  bankruptcy of Borrower;
provided  however,  that such assignment shall be effective only for the purpose
of assuring  to Lender  full  payment in legal  tender of the  indebtedness.  If
Lender so requests,  any notes or credit agreements now or hereafter  evidencing
any debts or obligations of Borrower to Guarantor  shall be marked with a legend
that the same are subject to this  Guaranty  and shall be  delivered  to Lender.
Guarantor  agrees,  and Lender hereby is  authorized,  in the name of Guarantor,
from time to time to execute  and file  financing  statements  and  continuation
statements and to execute such other documents and to take such other actions as
Lender  deems  necessary  or  appropriate  to perfect,  preserve and enforce its
rights under this Guaranty.

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

     Amendments. This Guaranty, together with any Related Documents, constitutes
     the entire understanding and agreement of the parties as to the matters set
     forth in this  Guaranty.  No  alteration  of or amendment to this  Guaranty
     shall be  effective  unless  given in  writing  and  signed by the party or
     parties sought to be charged or bound by the alteration or amendment.

     Applicable  Law. This Guaranty has been delivered to Lender and accepted by
     Lender in the  Commonwealth of Kentucky.  If there is a lawsuit,  Guarantor
     agrees upon Lender's request to submit to the jurisdiction of the courts of
     PIKE County,  Commonwealth of Kentucky.  Lender and Guarantor  hereby waive
     the right to any jury  trial in any  action,  proceeding,  or  counterclaim
     brought by either  Lender or  Guarantor  against the other.  This  Guaranty
     shall be  governed  by and  construed  in  accordance  with the laws of the
     Commonwealth of Kentucky.





<PAGE>


12-28-1999                 COMMERCIAL GUARANTY                            Page 3
Loan No                       (Continued)
--------------------------------------------------------------------------------


     Attorneys'  Fees;  Expenses.  Guarantor  agrees to pay upon  demand  all of
     Lender's  costs and  expenses,  including  reasonable  attorneys'  fees and
     Lender's legal expenses, incurred n connection with the enforcement of this
     Guaranty.  Lender may pay someone else to help enforce this  Guaranty,  and
     Guarantor shall pay the costs and expenses of such  enforcement.  Costs and
     expenses  include  Lender's  reasonable  attorneys' fees and legal expenses
     whether or not there is a lawsuit, including reasonable attorneys' fees and
     legal expenses for bankruptcy  proceedings (and including efforts to modify
     or vacate any automatic stay or injunction),  appeals,  and any anticipated
     post-judgment collection services. Guarantor also shall pay all court costs
     and such additional fees as may be directed by the court.

     Notices.  All  notices  required  to be given by either  party to the other
     under  this  Guaranty  shall be in  writing,  may be sent by  telefacsimile
     (unless  otherwise  required by law),  and shall be effective when actually
     delivered or when deposited with a nationally recognized overnight courier,
     or when deposited in the United States mail,  first class postage  prepaid,
     addressed  to the party to whom the  notice  is to be given at the  address
     show above or to such other  addresses as either party may designate to the
     other in  writing.  If there is more  than  one  Guarantor,  notice  to any
     Guarantor will constitute  notice to all Guarantors.  For notice  purposes,
     Guarantor  agrees  to keep  Lender  informed  at all  times of  Guarantor's
     current address.

     Interpretation.  In all  cases  where  there is more than one  Borrower  or
     Guarantor,  then all words used in this  Guaranty in the singular  shall be
     deemed to have been used in the plural  where the context and  construction
     so  require;  and  where  there  is more  than one  Borrower  named in this
     Guaranty or when this Guaranty is executed by more than one Guarantor,  the
     words "Borrower" and "Guarantor" respectively shall mean all and any one or
     more of them. The words "Guarantor,"  "Borrower, " and "Lender" include the
     heirs,  successors,  assigns,  and  transferees  of each of  them.  Caption
     headings in Guaranty are for  convenience  purposes  only and are not to be
     used to interpret or define the provisions of this Guaranty.  If a court of
     competent  jurisdiction  finds any provision of this Guaranty to be invalid
     or unenforceable  as to any person or circumstance,  such finding shall not
     render that provision  invalid or  unenforceable as to any other persons or
     circumstances,  and all  provisions of this Guaranty in all other  respects
     shall  remain  valid and  enforceable.  If any one or more of  Borrower  or
     Guarantor are corporations or partnerships,  it is not necessary for Lender
     to inquire  into the powers of Borrower or  Guarantor  or of the  officers,
     directors, partners, or agents acting or purporting to act on their behalf,
     and any  indebtedness  made or  created  in  reliance  upon  the  professed
     exercise of such powers shall be guaranteed under this Guaranty.

     Waiver.  Lender  shall not be deemed to have  waived any rights  under this
     Guaranty  unless such  waiver is given in writing and signed by Lender.  No
     delay or  omission  on the part of Lender  in  exercising  any right  shall
     operate as a wavier of such right or any other right. A waiver by Lender of
     a provision of this Guaranty  shall not prejudice or constitute a waiver of
     Lender's right otherwise to demand strict compliance with that provision or
     any other  provision of this Guaranty.  No prior waiver by Lender,  nor any
     course of dealing between Lender and Guarantor,  shall  constitute a waiver
     of any of Lender's  rights or of any of  Guarantor's  obligations as to any
     future transactions.  Whenever the consent of Lender is required under this
     Guaranty,  the granting of such consent by Lender in any instance shall not
     constitute continuing consent to subsequent instances where such consent is
     required  and in all cases such  consent  may be granted or withheld in the
     sole discretion of Lender.

MAXIMUM  AMOUNT OF GUARANTY.  NOTWITHSTANDING  THE TERMS OF THIS GUARANTY TO THE
CONTRARY,  IN THE EVENT  THAT THE  OUTSTANDING  PRINCIPAL  BALANCE  IS LESS THAN
$2,000,000.00  AT THE TIME OF ACCELERATION OR MATURITY BY LENDER,  BRIAN LAVIN'S
LIABILITY  HEREUNDER SHALL BE LIMITED TO 25% OF THE  THEN-OUTSTANDING  PRINCIPAL
BALANCE.

ASSET CONVEYANCE LIMITATION.  NOTWITHSTANDING THE FOREGOING, THIS GUARANTY SHALL
NOT  PRECLUDE  GUARANTOR'S  CONVEYING  ASSETS IN  RELATION  TO ESTATE  PLANNING,
PROVIDED,  HOWEVER, THAT ANY SUCH CONVEYANCE SHALL RESULT IN GUARANTOR RETAINING
OPERATIONAL AND LEGAL CONTROL OF THE UNDERLYING ASSET(S).

MISCELLANEOUS  PROVISIONS.  THE PARTIES  HERETO HAVE  ELECTED TO  ELIMINATE  THE
FOLLOWING FROM THE COMMERCIAL GUARANTY:  1.) AMOUNT OF GUARANTY SECTION 2.) ITEM
C, UNDER GUARANTOR'S AUTHORIZATION TO LENDER AND 3.) LENDER'S RIGHT OF SETOFF.

DATE ON WHICH THE GUARANTY  TERMINATES.  Notwithstanding  any other provision of
this  Guaranty,  this Guaranty  shall  terminate no later than January 28, 2005,
provided  however  that,  pursuant to KRS 371.065,  such  termination  shall not
affect  Guarantor's  liability with respect to  obligations  created or incurred
propr to such date, or extensions or renewals of, interest accruing on, or fees,
costs or expenses  incurred with respect to, such  obligations  on or after such
date.

EACH UNDERSIGNED  GUARANTOR  ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS. IN ADDITION,  EACH GUARANTOR  UNDERSTANDS THAT
THIS  GUARANTY IS  EFFECTIVE  UPON  GUARANTOR'S  EXECUTION  AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE  UNTIL  TERMINATED IN THE
MANNER  SET  FORTH IN THE  SECTION  TITLED  "DURATION  OF  GUARANTY."  NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY
IS DATED DECEMBER 28, 1999.

GUARANTOR:

X /s/ Brian F. Lavin
  --------------------------
   BRIAN F. LAVIN

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




<PAGE>



                                                                    EXHIBIT 3(d)


                        J.D. NICHOLS' GUARANTY AGREEMENT






<PAGE>


                               GUARANTY AGREEMENT

                           dated as of August 15, 2000

                                      among

                               BANK OF LOUISVILLE
                                  as the Lender

                                    ORIG, LLC
                                 as the Borrower

                                       and

                                  J. D. NICHOLS
                                as the Guarantor









<PAGE>


                               GUARANTY AGREEMENT

     This  is  a  Guaranty   Agreement  dated  as  of  August  15,  2000,  (this
"Agreement"),   among  BANK  OF  LOUISVILLE  (the  "Lender");   ORIG,  LLC  (the
"Borrower"); J. D. NICHOLS (the "Guarantor").

                                   SECTION 1

                            Recitals and Definitions
                            ------------------------

     This  Agreement  is entered into  concurrently  with and pursuant to a Loan
Agreement  (the "Loan  Agreement"),  dated as of August 15,  2000,  between  the
Lender and the Borrower and joined in by the  Guarantor.  Capitalized  terms not
otherwise  defined  herein  shall  have  the  meanings  given  them in the  Loan
Agreement.  Pursuant  to the Loan  Agreement,  the  Borrower  has  executed  and
delivered to the Lender three Revolving  Credit Notes each dated August 15, 2000
and in the principal amount Two Million Dollars ($2,000,000) (for a total of Six
Million  Dollars  ($6,000,000.00))  and payable to the order of the Lender (such
three Revolving Credit Notes, including any notes or other instruments issued in
renewal, replacement,  extension, modification, novation and/or revival thereof,
the "Revolving Credit Notes") and various other Borrower Documents (as that term
is defined in the Loan Agreement).

                                    SECTION 2

                       Guaranty of Payment and Performance
                       -----------------------------------

     The  Guarantor,  intending  to be bound as an  accommodation  party for the
Borrower,  jointly and severally,  absolutely and unconditionally guarantees the
following   obligations  and/or  liabilities   (collectively,   the  "Guaranteed
Principal"):  (a) the prompt payment in full by the Borrower of all  obligations
under the Revolving Credit Notes; and (b) the punctual and faithful  performance
and observance by the Borrower of all other  obligations and  undertakings to be
performed  or observed  pursuant to the Loan  Agreement  and the other  Borrower
Documents. In addition to the Guaranteed Principal, the Guarantor,  intending to
be bound as an  accommodation  party for the  Borrower,  jointly and  severally,
absolutely  and  unconditionally  guarantee  the  following  obligations  and/or
liabilities  (collectively,  the "Other  Guaranteed  Amounts"):  (x) any and all
interest accruing on the Guaranteed  Principal under the Revolving Credit Notes,
the Loan Agreement, and/or any other of the Borrower Documents; and (y) that the
Guarantor  will,  upon demand,  pay to the Lender any and all fees,  charges and
costs of collecting the Guaranteed Principal or otherwise enforcing the Lender's
rights under this Agreement,  including  without  limitation the reasonable fees
and expenses of the Lender's counsel. Notwithstanding the foregoing, the maximum
aggregate  liability of the Guarantor  under this  Agreement for the  Guaranteed
Principal shall not exceed the Guarantor Maximum. (For purposes of this Section,
"Guarantor  Maximum" at any time shall mean the lesser of (i) $6,000,000.00,  or
(ii) the greater of (A) the Guaranteed Principal multiplied by the percentage of
the  equity  interests  of the  Borrower  owned by the  Guarantor  (directly  or
indirectly,  and legally or  beneficially) on either (I) the date of an Event of
Default  under the Loan  Agreement  or (II) the date on which the Lender makes a
demand for payment from the Guarantor  under this Agreement (it being within the


                                       1

<PAGE>

discretion  of the Lender to choose  between the dates in (I) and (II)),  or (B)
$4,500,000.00).  The Guaranteed Principal, limited to the Guarantor Maximum, and
the Other Guaranteed  Amounts are sometimes  referenced in this Agreement as the
"Guaranteed  Obligations." The Guaranteed Obligations under this Agreement shall
be in addition to the maximum aggregate  liability of the Guarantor or any other
guarantor  to the Lender under any  guaranty  agreement of the  Guarantor or any
other guarantor heretofore or hereafter given.

                                    SECTION 3

                            Obligations Unconditional
                            -------------------------

     This is an unconditional  and absolute guaranty of payment and performance.
If for any reason,  the  Borrower  fails to observe or perform  any  obligation,
undertaking or condition (whether affirmative or negative) in the Loan Agreement
or any other of the  Borrower  Documents,  to be  performed  or  observed by the
Borrower or if any amounts  payable by the  Borrower  pursuant to the  Revolving
Credit Note or the Loan Agreement are not paid promptly when due or any Event of
Default occurs,  the Guarantor shall promptly  perform or observe or cause to be
performed  or  observed  each such  obligation,  undertaking  or  condition  and
forthwith shall pay such amount at the place and to the person entitled  thereto
pursuant to the Revolving  Credit Note or the Loan Agreement,  regardless of any
set-off or counterclaim which the Borrower may have or assert, and regardless of
whether  or not the  Lender  or  anyone  on  behalf  of the  Lender  shall  have
instituted any suit,  action or proceeding or exhausted  their remedies or taken
any steps to enforce  any rights  against the  Borrower  or any other  person to
compel such performance or to collect all or any part of such amount pursuant to
the provisions of the Revolving  Credit Note, the Loan Agreement or any other of
the Borrower Documents, or at law or in equity, or otherwise,  and regardless of
any other condition or contingency.  The liability of the Guarantor shall be for
the payment in full of the entire amount of the Guaranteed Obligations,  jointly
and severally with that of the Borrower,  any co-maker,  or accommodation party,
or other  guarantor,  subject to the Maximum  Liability  Amount.  This Agreement
shall not,  however,  be construed to require the  Guarantor to make any payment
which is  duplicative  of a  payment  already  made by the  Guarantor  or by the
Borrower, any co-maker,  accommodation party, or any other guarantor,  except as
provided in Section 8 of this Agreement.

                                    SECTION 4

                             Waivers and Agreements
                             ----------------------

     The Guarantor hereby unconditionally:

     4.01 Waives any requirement  that the Lender first seek to enforce remedies
against the  Borrower or any other  person or entity  before  seeking to enforce
this Agreement against either Guarantor.

     4.02 Waives any requirement that the Lender first make demand upon, or seek
to enforce remedies against, to Guarantor, or against any other guarantor of any
of the Guaranteed  Obligations in any particular order, before demanding payment
from, or seeking to enforce this


                                       2

<PAGE>

Agreement  against,  the  Guarantor  or  any  other  guarantor.   The  Guarantor
acknowledges  that the Lender,  in the  Lender's  sole  discretion,  may enforce
remedies  against  the  Guarantor  pursuant  to this  Agreement  and not enforce
similar  remedies  against any other  guarantor  with respect to the  Guaranteed
Obligations  or  vice  versa.  The  Guarantor  further   acknowledges  that  the
enforcement  of remedies  against the  Guarantor in lieu of  enforcing  remedies
against any other  guarantor,  or vice versa,  shall not affect the  validity or
enforceability  of the Lender's  rights and/or  remedies under this Agreement or
any other guaranty agreement guarantying any of the Guaranteed Obligations.

     4.03 Waives any requirement  that the Lender first seek to enforce remedies
against any property in which the Lender may have any interest  securing any (a)
indebtedness which either Guarantor has guaranteed under this Agreement,  or (b)
guaranty obligations of any other guarantor, or enforcing any such rights in any
particular  order,  before  demanding  payment  from, or seeking to enforce this
Agreement against, either Guarantor.

     4.04 Covenants that the  Guarantor's  obligation  under this Agreement will
not be  discharged  except by  complete  payment and  performance  of all of the
Guaranteed Obligations,  including,  without limitation,  all obligations of the
Borrower  under the  Revolving  Credit Note,  and all other  obligations  of the
Borrower  under the Loan  Agreement  and the  other  Borrower  Documents,  or by
payment in full by the  Guarantor of the  Guaranteed  Obligations  in accordance
with the terms of this Agreement.

     4.05  Agrees  that this  Agreement  shall  remain in full  force and effect
without  regard to, and shall not be affected  or  impaired  by any  invalidity,
irregularity  or  unenforceability  in whole or in part of the Revolving  Credit
Note, the Loan Agreement, any other of the Borrower Documents, or any limitation
of the liability of the Borrower thereunder,  or any limitation on the method or
terms of payment  thereunder  which may now or hereafter be caused or imposed in
any manner whatsoever.

     4.06 Waives any obligation  that the Lender might otherwise have to marshal
assets or to proceed against any particular  persons or assets in any particular
order.

     4.07 Waives any defenses either Guarantor may have arising out of or in any
way related to any or all of the following:

          (a) Any  failure  on the part of the Lender to  perfect  the  Lender's
     security  interest  in or  lien  against,  or  any  lack  of  diligence  in
     connection  with or failure to foreclose  or realize  upon,  any  property,
     whether real or personal,  tangible or intangible, now or hereafter granted
     to the  Lender  as  collateral  security  for  any of  (1)  the  Borrower's
     liabilities  or  obligations,  or (2)  either  Guarantor's  liabilities  or
     obligations  hereunder,   or  (3)  any  other  guarantor's  liabilities  or
     obligations under any other guaranty  agreement relating to all or any part
     of the Guaranteed Obligations.

          (b) The  voluntary or  involuntary  discharge or release of any of the
     Guaranteed Obligations, or of any co-maker,  accommodation party, surety or
     any  other  person or  entity,


                                       3

<PAGE>


     including but not limited to, any other guarantor,  whether  voluntarily or
     by reason of bankruptcy,  insolvency, or other laws affecting the rights of
     creditors generally or otherwise.

          (c)  The  receipt  by  the  Lender  of  any  provisional,  invalid  or
     refundable payment if such payment is thereafter revoked or if such payment
     is  returned by the Lender to or for the  benefit of the  Borrower,  either
     Guarantor or any other guarantor or the creditors of either.

          (d) Any right of  set-off or  counterclaim  against  the Lender  which
     would otherwise  impair the Lender's rights against either Guarantor or any
     other guarantor.

          (e) Any  change  in the  composition,  ownership  or  business  of the
     Borrower, the Guarantor or any other guarantor.

                                    SECTION 5

                            Obligations Not Impaired
                            ------------------------

     The  obligations  of the  Guarantor  under  this  Agreement  are  joint and
several,  and  intended  to be in addition  to and  independent  of those of the
Borrower  under  the  Guaranteed   Obligations.   In  addition,   the  Guarantor
acknowledge   that  the  Guarantor's   obligations   under  this  Agreement  are
independent  of and in addition  to the  obligations  of any other  guarantor(s)
under  any  other  guaranty  agreement(s)  related  to all or  any  part  of the
Guaranteed  Obligations.   To  that  end,  the  obligations,   undertakings  and
conditions  to be performed or observed by the  Guarantor  under this  Agreement
shall not be affected or impaired by reason of the  happening  from time to time
and one or more times of any of the  following  with  respect  to the  Revolving
Credit Note, the Loan  Agreement,  or any assignment of the rights of the Lender
under this Agreement  whether or not with notice to, or further  consent of, the
Guarantor:

     5.01  Waiver by the  Lender or any other  person(s)  of the  observance  or
performance  by (a) the  Borrower of any  obligation,  undertaking  or condition
contained in the Revolving  Credit Note,  the Loan Agreement or any other of the
Borrower  Documents,  or (b) any other  guarantor of any liability or obligation
contained in its guaranty  agreement  (except for the  particular  observance or
performance so waived).

     5.02  Extension of the time for payment by the Borrower or any guarantor of
any amount owing or payable under the Revolving Credit Note, the Loan Agreement,
or any other guaranty agreement or of the time for payment or performance by the
Borrower,  any other  guarantor(s)  or any other person of any other  obligation
under or arising out of the Guaranteed  Obligations,  or otherwise under or with
respect to the  Revolving  Credit  Note,  the Loan  Agreement,  any other of the
Borrower  Documents,  or any other guaranty agreement related to all or any part
of the  Guaranteed  Obligations  or the  extension or the renewal of any thereof
(except for the particular extension or renewal so granted).

     5.03 Modification or amendment (whether material or otherwise) of any term,
obligation,  undertaking  or  condition  to be  performed by the Borrower or any
other guarantor(s) under the Guaranteed Obligations,  or otherwise under or with
respect to the  Revolving  Credit

                                       4

<PAGE>



Note,  the Loan  Agreement,  any other of the Borrower  Documents,  or any other
guaranty agreement.

     5.04  Taking or omitting  to take any action  referred to in the  Revolving
Credit Note, the Loan  Agreement,  any other of the Borrower  Documents,  or any
other guaranty agreement.

     5.05 Any failure,  omission, delay or lack on the part of the Lender or any
other  person,  to  enforce,  assert  or  exercise  any  right,  power or remedy
conferred on the Lender or any other person in the  Revolving  Credit Note,  the
Loan  Agreement,  any other of the  Borrower  Documents,  or any other  guaranty
agreement,  or any action on the part of the Lender or any other person granting
indulgence  or extension in any form,  or  suspending  any such right,  power or
remedy as to any person or entity.

     5.06  Voluntary  or  involuntary  liquidation,  dissolution,  sale or other
disposition of all or substantially all of the assets, marshalling of assets and
liability,  receivership,  insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of, or other
similar  proceeding  affecting  the Borrower or any other  guarantor(s),  or the
assets  of  the  Borrower  or any  other  guarantor(s),  or  the  disaffirmance,
rejection or  postponement  in any such  proceeding of any other  obligations or
undertakings  of the  Borrower  or  any  other  guarantor(s)  set  forth  in the
Revolving Credit Note, the Loan Agreement,  any of the Borrower Documents or any
other guaranty agreement.

     5.07 Release or discharge of the Borrower or any other guarantor(s)
from the performance or observance of any  obligation,  undertaking or condition
to be performed by the Borrower or any other  guarantor(s)  under the  Revolving
Credit Note,  the Loan  Agreement,  any other of the  Borrower  Documents or any
other guaranty agreement by operation of law or otherwise.

     5.08 Release, substitution, exchange, dissipation, surrender or replacement
of any  collateral  security for any  liability or obligation of the Borrower or
any  other  guarantor(s),  with  respect  to all or any  part of the  Guaranteed
Obligations or otherwise, under or with respect to the Borrower Documents or any
other  guaranty  agreement,  whether  or not  permitted  in any of the  Borrower
Documents.

     5.09 Receipt and  acceptance by the Lender or any other person or entity of
notes, checks or other instruments for the payment of money made by the Borrower
or other person or entity,  and extension or renewals of such instrument (except
to the extent that such instruments are paid or converted into cash).

     5.10 Any failure of title with  respect to the  interest of the Borrower or
Lender  in the  collateral  security  for any  liability  or  obligation  of the
Borrower for any other guarantor(s) or any parts or components thereof.

     5.11 The  dissolution,  merger or  consolidation  of the  Borrower,  either
Guarantor or any other guarantor(s) or the sale,  divesture or other disposition
of any or all of the  interest of the  Borrower,  either  Guarantor or any other
guarantor(s) in any collateral.


                                       5

<PAGE>



     5.12 Any action or inaction (including, without limitation, the election of
the Lender to proceed  with a judicial or  nonjudicial  foreclosure  against any
real or personal  property security it holds) by the Lender or any other persons
which results in any impairment or destruction of (a) any  subrogation or rights
of either  Guarantor,  (b) any rights of either Guarantor to proceed against the
Borrowers, and other guarantor(s) or any other person for reimbursement,  or (c)
any rights of Lender with respect to any  collateral  security for any liability
or obligation of the Borrowers with respect to all or any part of the Guaranteed
Obligations,  or otherwise under or with respect to the Borrower  Documents,  or
for any obligation under any other guaranty agreement.

     5.13 Any action taken by the Lender or any other  person or entity  against
the  Borrower or Guarantor  which would  afford the Borrower or any  guarantor a
defense  based  on  any  anti-deficiency   protection  under  the  laws  of  any
jurisdiction.

     5.14 Change,  exchange,  waiver,  release or subordination,  in whole or in
part, of any security interest,  mortgage, pledge or other lien now or hereafter
held by the Lender as collateral security for any of the Guaranteed Obligations,
or any  other  liability  or  obligation  of the  Borrower  under  the  Borrower
Documents,  or for any  obligations  under any other guaranty  agreement and the
justifiable or  unjustifiable  impairment of any such  collateral  security,  or
suspension of the right to enforce against any such collateral security.

     5.15 Grant of indulgences, forbearances or compromises with respect to, and
any  settlement  made with,  Borrower,  or any  co-maker,  accommodation  party,
surety, any other guarantor(s) or any other person or entity, or with respect to
any of the Guaranteed  Obligations or the  obligations  under any other guaranty
agreement.

     5.16 Extension of loans, credit, advances, discounts and other
financial  accommodations  to the  Borrower by the Lender in addition  to, or in
excess of, the amount of the Guaranteed Obligations.

     5.17 Acceptance by the Lender of any late, partial or interest-only payment
with respect to the Guaranteed Obligations.

     5.18 Lack of  diligence  by the  Lender in  collecting,  or  attempting  to
collect,  the Guaranteed  Obligations,  the obligations under any other guaranty
agreement or any other  obligations or liabilities or in otherwise  dealing with
the Borrower, the Guaranteed  Obligations or any co-maker,  accommodation party,
surety, or any other guarantor(s), or any other person or entity.

     5.19 The calling for and accepting,  at any time the Lender deems necessary
or  appropriate,   as  additional  security,  the  signature  or  signatures  of
additional  parties,  or  a  security  interest  in  property  of  any  kind  or
description, or both.

     5.20 Any other cause, whether similar or dissimilar to the foregoing. It is
the intention of the Guarantor that this  Agreement  constitutes an absolute and
unconditional guaranty in any


                                       6

<PAGE>


and all  circumstances,  and  this  Agreement  shall be  discharged  only by the
payment in full of all sums  guaranteed and by the performance in full of all of
the Guaranteed Obligations.

                                    SECTION 6

                                Waiver of Notice
                                ----------------

     The Guarantor  waives notice of acceptance of this Agreement by the Lender,
notice  of  execution  and  delivery  of the  Revolving  Credit  Note,  the Loan
Agreement any other of the Borrower Documents, and any other guaranty agreement,
or any instrument  referred to in such documents.  The Guarantor further waives,
to the fullest  extent  permitted by  applicable  law,  each and every notice to
which the Guarantor would otherwise be entitled under  principles of guaranty or
suretyship law. Without limiting the generality of the foregoing,  the Guarantor
hereby expressly waive all notices and defenses  whatsoever with respect to this
Agreement  or with respect to the  Guaranteed  Obligations,  including,  but not
limited to, notice of the Lender's  acceptance of the Agreement or its intention
to act, or its action,  in reliance upon this  Agreement;  notice of the present
existence or future  incurring by the Borrower of any Guaranteed  Obligations or
any other  obligations or liability or any terms or amount thereof or any change
therein;  notice  of any  default  or  nonpayment  (whether  to  the  Guaranteed
Obligations  or of any other  obligation  or  liability)  by the Borrower or any
accommodation party, co-maker, surety, pledgor, mortgagor,  grantor of security,
any other guarantor(s) or any other person or entity; notice of the obtaining or
release of any guaranty or surety  agreement  (in  addition to this  Agreement),
pledge, mortgage,  security interest,  assignment,  or other security for any of
the Guaranteed Obligations;  notice of dishonor; notice of nonpayment; notice of
acceleration of the Guaranteed Obligations; notice of the making of a demand for
payment of the liability or obligations of the Borrower;  presentment and notice
of  presentment;  protest  and notice of  protest;  demand and notice of demand;
nonpayment and notice of nonpayment; notice of the disposition of any collateral
held to secure the Guaranteed Obligations;  and any other notice required by law
or otherwise.  The Guarantor recognizes and hereby guarantees a Revolving Credit
Note which may vary in the amount of aggregate principal outstanding, and waives
notice of all disbursements made to the Borrower pursuant to the Loan Agreement.
In any event, the Guarantor's  obligations under this Agreement shall not exceed
the limitations provided in Section 2 of this Agreement.

                                    SECTION 7

                              Waiver of Subrogation
                              ---------------------

     The Guarantor hereby  unconditionally waives any right of subrogation which
they might have  acquired by way of any  payment  made under this  Agreement  or
otherwise.  Accordingly,  the  Guarantor  shall  not  become a  creditor  of the
Borrower as a result of the payment made by any Guarantor under this agreement.



                                       7

<PAGE>


                                    SECTION 8

                              Rescission of Payment
                              ---------------------

     Notwithstanding  Section  9 below,  this  Agreement  shall  continue  to be
effective,  or be  reinstated as the case may be, as though such payment had not
been made, if any payment by the Borrower  pursuant to the terms and  conditions
of the Revolving Credit Note, the Loan Agreement, this Agreement or any other of
the Borrower Documents is rescinded or must otherwise be restored or returned by
the Lender for any reason,  including,  without limitation (a) the invalidity or
unenforceability  of the  obligation  paid,  for  any  reason;  (b)  failure  or
insufficiency of  consideration  for the obligation paid, or (c) the insolvency,
bankruptcy or reorganization of the Borrower or any of any other guarantor(s).

                                    SECTION 9

                                   Termination
                                   -----------

     This  Agreement  shall  remain in full  force and effect  until,  and shall
terminate (as "terminate" is used in Kentucky  Revised  Statutes ss. 371.065) on
the  earlier  of (a) the day  following  the date of (1)  payment  in full  upon
maturity of all sums payable by the Borrower under,  and (2) performance in full
of all other  obligations of the Borrower in accordance  with the provisions of,
the Revolving Credit Note, the Loan Agreement,  this Agreement, all of the other
Borrower  Documents,  and any extension and renewals thereof;  or (b) August 31,
2006; provided,  however, that termination of this Agreement on such termination
date shall not affect in any manner the liability of the Guarantor  with respect
to (1) the  Guaranteed  Obligations  which are created or incurred prior to such
termination  date  ("Prior  Obligations"),  or (2)  extension  or  renewals  of,
interest  accruing on, or fees, costs or expenses incurred with respect to, such
Prior Obligations prior to, on or after such termination date.

                                   SECTION 10

                                 Acknowledgment
                                 --------------

     The  Guarantor  acknowledges  that (a) pursuant to Section 2.02 of the Loan
Agreement,  the Revolving Credit (as that term is defined in the Loan Agreement)
shall  be  effective  as of the  date of the  Loan  Agreement,  and  unless  the
Revolving  Credit  is  sooner  terminated  (or  extended  in the  Lender's  sole
discretion)  as provided in the Loan  Agreement,  shall continue in effect until
August  31,  2005;  (b) the  Lender is under no duty to extend the period of the
Revolving  Credit  beyond  August 31,  2005;  (c) neither the  Borrower  nor the
Guarantor is relying upon or  anticipating  any such  extension;  and (d) if the
Lender chooses to extend the Revolving Credit pursuant to Section 2.03(d) of the
Loan  Agreement,  the  Lender  may  require  as a  condition  precedent  to  any
extension,  such  modification(s),   or  amendment(s)  of  any  kind  or  nature
whatsoever,  as the  Lender  determines  in its  sole  discretion,  to the  Loan
Agreement and/or any other Borrower  Documents,  including,  but not limited to,
the  grant  or  increase  of  collateral  security  for the  obligations  of the
Guarantor under the Agreement.  The Guarantor further acknowledges that upon any
extension of the period of the Revolving Credit,  this Agreement



                                       8

<PAGE>


shall  remain  in full  force and  effect  and  shall  continue  to apply to the
Revolving  Credit Notes, as extended (and to any renewal or replacement  note or
notes for one or more of the Revolving  Credit Notes, or any replacement for all
or any of them),  until that  Revolving  Credit Notes,  as extended,  renewed or
replaced, shall have been paid in full.

                                   SECTION 11

                                  Miscellaneous
                                  -------------

     11.01  This  Agreement   shall  be  binding  upon  the  Guarantor  and  the
Guarantor's heirs, personal  representatives,  successors and assigns, and shall
inure to the  benefit  of, and be  enforceable  by, the Lender and the  Lender's
successors,  transferees  and  assigns,  including  each and every holder of any
indebtedness,  obligation  or liability of the  Borrower  constituting  all or a
portion of the Guaranteed Obligations.

     11.02 The Lender may enforce  this  Agreement  with  respect to one or more
breaches either separately or cumulatively.

     11.03 This  Agreement  may not be  modified  or amended  without  the prior
written  consent of the Lender,  and any  attempted  modification  or  amendment
without such consent shall be void.

     11.04 This  Agreement  shall in all respects be governed by, and  construed
and enforced in accordance  with,  the laws (without  regard to the conflicts of
laws rules) of the Commonwealth of Kentucky.

     11.05 If any part, term or provision of this Agreement is  unenforceable or
prohibited by any law applicable to this Agreement the rights and obligations of
the parties shall be construed  and enforced  with that part,  term or provision
limited so as to make it enforceable  to the greatest  extent allowed by law, or
if it is totally unenforceable, as if this did not contain that particular part,
term or provision.  A determination in one  jurisdiction  that any part, term or
provision  of this  Agreement is  unenforceable  or  prohibited  by law does not
affect the validity of such part, term or provision in any other jurisdiction.

     11.06  The  headings  in this  Agreement  have  been  included  for ease of
reference   only,   and  shall  not  be  considered  in  the   construction   or
interpretation of this Agreement.

     11.07 This  Agreement  may be signed by each party  hereto  upon a separate
copy, and in such case one counterpart of this Agreement shall consist of enough
of such copies to reflect the signature of each party.

     11.08  This   Agreement   may  be   executed  by  each  party  in  multiple
counterparts,  each of which  shall  be  deemed  an  original.  It shall  not be
necessary  in making  proof of this  Agreement  or its terms to account for more
than one such counterpart.



                                       9

<PAGE>



     11.09 THE GUARANTOR  CONSENTS TO ONE OR MORE ACTIONS BEING  INSTITUTED  AND
MAINTAINED IN THE JEFFERSON  COUNTY,  KENTUCKY,  CIRCUIT COURT AND/OR THE UNITED
STATES  DISTRICT  COURT FOR THE WESTERN  DISTRICT OF KENTUCKY  (AT THE  LENDER'S
DISCRETION) TO ENFORCE THIS  AGREEMENT  AND/OR ONE OR MORE OF THE OTHER BORROWER
DOCUMENTS,  AND  WAIVES  ANY  OBJECTION  TO ANY SUCH  ACTION  BASED UPON LACK OF
PERSONAL OR SUBJECT MATTER  JURISDICTION OR IMPROPER VENUE.  THE GUARANTOR AGREE
THAT ANY PROCESS OR OTHER LEGAL  SUMMONS IN  CONNECTION  WITH ANY SUCH ACTION OR
PROCEEDING  MAY BE SERVED BY MAILING A COPY  THEREOF BY CERTIFIED  MAIL,  OR ANY
SUBSTANTIALLY  SIMILAR  FORM OF MAIL,  ADDRESSED  TO THE BORROWER AS PROVIDED IN
SECTION  12.12  BELOW.  THE  BORROWER  ALSO AGREES THAT IT SHALL NOT COMMENCE OR
MAINTAIN ANY ACTION IN ANY COURT,  ADMINISTRATIVE AGENCY OR OTHER TRIBUNAL OTHER
THAN THE JEFFERSON COUNTY, KENTUCKY, CIRCUIT COURT OR THE UNITED STATES DISTRICT
COURT FOR THE WESTERN  DISTRICT OF KENTUCKY WITH RESPECT TO THIS AGREEMENT,  ANY
OTHER  OF  THE  BORROWER  DOCUMENTS,  ANY OF THE  TRANSACTIONS  PROVIDED  FOR OR
CONTEMPLATED IN ANY OF THE BORROWER DOCUMENTS, OR ANY CAUSE OF ACTION OR ALLEGED
CAUSE OF ACTION  ARISING OUT OF OR IN  CONNECTION  WITH ANY DEBTOR AND  CREDITOR
RELATIONSHIP BETWEEN OR AMONG THE GUARANTOR, THE BORROWER AND/OR THE LENDER THAT
MAY EXIST FROM TIME TO TIME.

     11.10 In the event that any of the Guaranteed  Obligations  arise out of or
are  evidenced by more than one  obligation  or liability of the Borrower to the
Lender,  this  Agreement  may be  enforced  as to  each  separate  liability  or
obligation constituting one of the Guaranteed Obligations,  either separately or
cumulatively.

     11.11 The use of any  gender in this  Agreement  shall be deemed to include
each other gender to the extent the context requires.

     11.12  (a)  Any  requirement  of  the  Uniform  Commercial  Code  or  other
applicable  law of  reasonable  notice  shall be met if such  notice is given at
least ten (10) business days before the time of sale, disposition or other event
or thing giving rise to the requirement of notice.

          (b) All notices or  communications  under this  Agreement  shall be in
     writing and shall be (1) mailed by  registered  or certified  mail,  return
     receipt  requested,  (2) hand  delivered,  or (3)  delivered  by  overnight
     carrier, to the parties at the addresses set forth below their names on the
     signature page(s) to this Agreement, and any notice so addressed and mailed
     or delivered to and/or deposited with such carrier,  freight prepaid, shall
     be deemed to have been  given  when so mailed if mailed;  or  delivered  if
     hand-delivered;  or  delivered  to such  overnight  courier if delivered by
     overnight courier.


                                       10

<PAGE>



          (c) The parties hereto may at any time, and from time to time,  change
     the  address(es) to which notice shall be mailed,  transmitted or otherwise
     delivered by written notice setting forth the changed address(es).

     11.13 THE BORROWER  AND EACH  GUARANTOR  HEREBY  WAIVES ITS RIGHT TO A JURY
TRIAL OF ANY  CLAIM  OR  CAUSE  OF  ACTION  BASED  UPON OR  ARISING  OUT OF THIS
AGREEMENT,  THE LOAN AGREEMENT,  THE REVOLVING CREDIT NOTE, THE PLEDGE AGREEMENT
AND/OR ANY OTHER OF THE BORROWER DOCUMENTS.  THIS WAIVER IS INTENDED TO APPLY TO
ANY AND ALL  DISPUTES  THAT MAY BE FILED IN ANY COURT THAT RELATE TO THE SUBJECT
MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT
CLAIMS,  BREACH OF DUTY CLAIMS,  AND ALL OTHER COMMON LAW AND STATUTORY  CLAIMS.
THE  BORROWER  AND  GUARANTOR  ACKNOWLEDGES  THAT  THIS  WAIVER  IS  A  MATERIAL
INDUCEMENT  FOR THE LENDER TO ENTER INTO A BUSINESS  RELATIONSHIP,  AND THAT THE
LENDER HAS ALREADY  RELIED ON THIS WAIVER IN ITS DEALINGS  WITH THE BORROWER AND
THE GUARANTOR.  THE BORROWER AND GUARANTOR  FURTHER WARRANTS AND REPRESENTS THAT
EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL  COUNSEL,  AND THAT EACH  KNOWINGLY
AND VOLUNTARILY  WAIVES ITS JURY TRIAL RIGHTS FOLLOWING  CONSULTATION WITH LEGAL
COUNSEL. THIS WAIVER IS IRREVOCABLE,  MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT  AMENDMENTS,
RENEWALS,  SUPPLEMENTS OR MODIFICATIONS  TO THIS AGREEMENT,  THE LOAN AGREEMENT,
THE  REVOLVING  CREDIT  NOTE,  THE PLEDGE  AGREEMENT  AND/OR THE OTHER  BORROWER
DOCUMENTS. IN THE EVENT OF LITIGATION,  THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO TRIAL BY THE COURT.


     11.14 The Guarantor  acknowledges that the Guarantor has received a copy of
the Loan Agreement and each of the other Borrower  Documents,  as fully executed
by the parties thereto.  The Guarantor represent and warrants that the Guarantor
(a) HAS READ THE LOAN AGREEMENT AND THE OTHER  BORROWER  DOCUMENTS OR HAS CAUSED
SUCH DOCUMENTS TO BE EXAMINED BY THE  GUARANTOR'S  REPRESENTATIVES  OR ADVISORS;
(b) is  thoroughly  familiar  with  the  transactions  contemplated  in the Loan
Agreement  and  the  other  Borrower  Documents;  and  (c),  together  with  the
Guarantor's  representatives or advisors, if any, has had the opportunity to ask
such questions to representatives of the Borrower and the Lender,  respectively,
and  receive  answers  thereto,  concerning  the  terms  and  conditions  of the
transactions contemplated in the Loan Agreement and the other Borrower Documents
as the Guarantor deem necessary in connection with the  Guarantor's  decision to
enter into this Agreement.



                                       11

<PAGE>



     IN WITNESS  WHEREOF,  the parties have executed this as of the date set out
on the preamble hereto, but actually on the date(s) set forth below.


                    GUARANTOR: /s/ J. D. Nichols
                              --------------------------------------------------
                              J. D. NICHOLS

                              Date: August 15,  2000
                                   ---------------------------------------------

                              Address:
                              10172 Linn Station Road
                              Louisville, KY  40223
                              Attn: Neil Mitchell



                  BORROWER:   ORIG, LLC


                              By /s/ J. D. Nichols
                                ------------------------------------------------
                                J. D. NICHOLS, MANAGER

                                Date: August 15, 2000
                                     -------------------------------------------

                                Address:

                                10172 Linn Station Road #200
                                Louisville, KY  40223
                                Attn: Neil Mitchell







                                       12

<PAGE>




                 LENDER:      BANK OF LOUISVILLE



                              By /s/ Richard Bean
                                 -----------------------------------------------
                                 Richard Bean, Senior Vice President

                              Date: August 15, 2000
                                   ---------------------------------------------

                              Address:

                              500 W. Broadway
                              Louisville, KY  40202
                              Attn:  Richard Bean, Senior Vice President





                                       13


<PAGE>



                                                                    EXHIBIT 3(e)


                       BRIAN F. LAVIN'S GUARANTY AGREEMENT





<PAGE>





                               GUARANTY AGREEMENT

                           dated as of August 15, 2000

                                      among

                               BANK OF LOUISVILLE
                                  as the Lender

                                    ORIG, LLC
                                 as the Borrower

                                       and

                                 BRIAN F. LAVIN
                                as the Guarantor











<PAGE>


                               GUARANTY AGREEMENT
                               ------------------

     This  is  a  Guaranty   Agreement  dated  as  of  August  15,  2000,  (this
"Agreement"),   among  BANK  OF  LOUISVILLE  (the  "Lender");   ORIG,  LLC  (the
"Borrower"); BRIAN F. LAVIN (the "Guarantor").

                                    SECTION 1

                            Recitals and Definitions
                            ------------------------

     This  Agreement  is entered into  concurrently  with and pursuant to a Loan
Agreement  (the "Loan  Agreement"),  dated as of August 15,  2000,  between  the
Lender and the Borrower and joined in by the  Guarantor.  Capitalized  terms not
otherwise  defined  herein  shall  have  the  meanings  given  them in the  Loan
Agreement.  Pursuant  to the Loan  Agreement,  the  Borrower  has  executed  and
delivered to the Lender three Revolving  Credit Notes each dated August 15, 2000
and in the principal amount Two Million Dollars ($2,000,000) (for a total of Six
Million  Dollars  ($6,000,000.00))  and payable to the order of the Lender (such
three Revolving Credit Notes, including any notes or other instruments issued in
renewal, replacement,  extension, modification, novation and/or revival thereof,
the "Revolving Credit Notes") and various other Borrower Documents (as that term
is defined in the Loan Agreement).

                                    SECTION 2

                       Guaranty of Payment and Performance
                       -----------------------------------

     The  Guarantor,  intending  to be bound as an  accommodation  party for the
Borrower,  jointly and severally,  absolutely and unconditionally guarantees the
following   obligations  and/or  liabilities   (collectively,   the  "Guaranteed
Principal"):  (a) the prompt payment in full by the Borrower of all  obligations
under the Revolving Credit Notes; and (b) the punctual and faithful  performance
and observance by the Borrower of all other  obligations and  undertakings to be
performed  or observed  pursuant to the Loan  Agreement  and the other  Borrower
Documents. In addition to the Guaranteed Principal, the Guarantor,  intending to
be bound as an  accommodation  party for the  Borrower,  jointly and  severally,
absolutely  and  unconditionally  guarantee  the  following  obligations  and/or
liabilities  (collectively,  the "Other  Guaranteed  Amounts"):  (x) any and all
interest accruing on the Guaranteed  Principal under the Revolving Credit Notes,
the Loan Agreement, and/or any other of the Borrower Documents; and (y) that the
Guarantor  will,  upon demand,  pay to the Lender any and all fees,  charges and
costs of collecting the Guaranteed Principal or otherwise enforcing the Lender's
rights under this Agreement,  including  without  limitation the reasonable fees
and expenses of the Lender's counsel. Notwithstanding the foregoing, the maximum
aggregate  liability of the Guarantor  under this  Agreement for the  Guaranteed
Principal shall not exceed the Guarantor Maximum. (For purposes of this Section,
"Guarantor  Maximum" at any time shall mean the lesser of (i) $6,000,000.00,  or
(ii) the greater of (A) the Guaranteed Principal multiplied by the percentage of
the  equity  interests  of the  Borrower  owned by the  Guarantor  (directly  or
indirectly,  and legally or  beneficially) on either (I) the date of an Event of
Default  under the Loan  Agreement  or (II) the date on which the Lender makes a
demand for payment from the Guarantor  under this Agreement (it being within the


                                       1

<PAGE>



discretion  of the Lender to choose  between the dates in (I) and (II)),  or (B)
$600,000.00).  The Guaranteed  Principal,  limited to the Guarantor Maximum, and
the Other Guaranteed  Amounts are sometimes  referenced in this Agreement as the
"Guaranteed  Obligations." The Guaranteed Obligations under this Agreement shall
be in addition to the maximum aggregate  liability of the Guarantor or any other
guarantor  to the Lender under any  guaranty  agreement of the  Guarantor or any
other guarantor heretofore or hereafter given.

                                    SECTION 3

                            Obligations Unconditional
                            -------------------------

     This is an unconditional  and absolute guaranty of payment and performance.
If, for any reason,  the  Borrower  fails to observe or perform any  obligation,
undertaking or condition (whether affirmative or negative) in the Loan Agreement
or any other of the  Borrower  Documents,  to be  performed  or  observed by the
Borrower or if any amounts  payable by the  Borrower  pursuant to the  Revolving
Credit Note or the Loan Agreement are not paid promptly when due or any Event of
Default occurs,  the Guarantor shall promptly  perform or observe or cause to be
performed  or  observed  each such  obligation,  undertaking  or  condition  and
forthwith shall pay such amount at the place and to the person entitled  thereto
pursuant to the Revolving  Credit Note or the Loan Agreement,  regardless of any
set-off or counterclaim which the Borrower may have or assert, and regardless of
whether  or not the  Lender  or  anyone  on  behalf  of the  Lender  shall  have
instituted any suit,  action or proceeding or exhausted  their remedies or taken
any steps to enforce  any rights  against the  Borrower  or any other  person to
compel such performance or to collect all or any part of such amount pursuant to
the provisions of the Revolving  Credit Note, the Loan Agreement or any other of
the Borrower Documents, or at law or in equity, or otherwise,  and regardless of
any other condition or contingency.  The liability of the Guarantor shall be for
the payment in full of the entire amount of the Guaranteed Obligations,  jointly
and severally with that of the Borrower,  any co-maker,  or accommodation party,
or other  guarantor,  subject to the Maximum  Liability  Amount.  This Agreement
shall not,  however,  be construed to require the  Guarantor to make any payment
which is  duplicative  of a  payment  already  made by the  Guarantor  or by the
Borrower, any co-maker,  accommodation party, or any other guarantor,  except as
provided in Section 8 of this Agreement.

                                    SECTION 4

                             Waivers and Agreements
                             ----------------------

         The Guarantor hereby unconditionally:

     4.01 Waives any requirement  that the Lender first seek to enforce remedies
against the  Borrower or any other  person or entity  before  seeking to enforce
this Agreement against either Guarantor.

     4.02 Waives any requirement that the Lender first make demand upon, or seek
to enforce remedies against, to Guarantor, or against any other guarantor of any
of the Guaranteed  Obligations in any particular order, before demanding payment
from, or seeking to enforce this


                                       2

<PAGE>



Agreement  against,  the  Guarantor  or  any  other  guarantor.   The  Guarantor
acknowledges  that the Lender,  in the  Lender's  sole  discretion,  may enforce
remedies  against  the  Guarantor  pursuant  to this  Agreement  and not enforce
similar  remedies  against any other  guarantor  with respect to the  Guaranteed
Obligations  or  vice  versa.  The  Guarantor  further   acknowledges  that  the
enforcement  of remedies  against the  Guarantor in lieu of  enforcing  remedies
against any other  guarantor,  or vice versa,  shall not affect the  validity or
enforceability  of the Lender's  rights and/or  remedies under this Agreement or
any other guaranty agreement guarantying any of the Guaranteed Obligations.

     4.03 Waives any requirement  that the Lender first seek to enforce remedies
against any property in which the Lender may have any interest  securing any (a)
indebtedness which either Guarantor has guaranteed under this Agreement,  or (b)
guaranty obligations of any other guarantor, or enforcing any such rights in any
particular  order,  before  demanding  payment  from, or seeking to enforce this
Agreement against, either Guarantor.

     4.04 Covenants that the  Guarantor's  obligation  under this Agreement will
not be  discharged  except by  complete  payment and  performance  of all of the
Guaranteed Obligations,  including,  without limitation,  all obligations of the
Borrower  under the  Revolving  Credit Note,  and all other  obligations  of the
Borrower  under the Loan  Agreement  and the  other  Borrower  Documents,  or by
payment in full by the  Guarantor of the  Guaranteed  Obligations  in accordance
with the terms of this Agreement.

     4.05  Agrees  that this  Agreement  shall  remain in full  force and effect
without  regard to, and shall not be affected  or  impaired  by any  invalidity,
irregularity  or  unenforceability  in whole or in part of the Revolving  Credit
Note, the Loan Agreement, any other of the Borrower Documents, or any limitation
of the liability of the Borrower thereunder,  or any limitation on the method or
terms of payment  thereunder  which may now or hereafter be caused or imposed in
any manner whatsoever.

     4.06 Waives any obligation  that the Lender might otherwise have to marshal
assets or to proceed against any particular  persons or assets in any particular
order.

     4.07 Waives any defenses either Guarantor may have arising out of or in any
way related to any or all of the following:

     (a) Any failure on the part of the Lender to perfect the Lender's  security
interest in or lien  against,  or any lack of  diligence in  connection  with or
failure to foreclose or realize upon,  any  property,  whether real or personal,
tangible or  intangible,  now or hereafter  granted to the Lender as  collateral
security for any of (1) the Borrower's liabilities or obligations, or (2) either
Guarantor's  liabilities or obligations hereunder,  or (3) any other guarantor's
liabilities or obligations under any other guaranty agreement relating to all or
any part of the Guaranteed Obligations.

     (b)  The  voluntary  or  involuntary  discharge  or  release  of any of the
Guaranteed Obligations,  or of any co-maker,  accommodation party, surety or any
other person or entity,


                                       3

<PAGE>



including but not limited to, any other  guarantor,  whether  voluntarily  or by
reason  of  bankruptcy,  insolvency,  or other  laws  affecting  the  rights  of
creditors generally or otherwise.

     (c) The  receipt by the Lender of any  provisional,  invalid or  refundable
payment if such payment is thereafter  revoked or if such payment is returned by
the Lender to or for the benefit of the Borrower,  either Guarantor or any other
guarantor or the creditors of either.

     (d) Any right of set-off or  counterclaim  against  the Lender  which would
otherwise  impair the  Lender's  rights  against  either  Guarantor or any other
guarantor.

     (e) Any change in the  composition,  ownership or business of the Borrower,
the Guarantor or any other guarantor.

                                    SECTION 5

                            Obligations Not Impaired
                            ------------------------

         The  obligations  of the Guarantor  under this  Agreement are joint and
several,  and  intended  to be in addition  to and  independent  of those of the
Borrower  under  the  Guaranteed   Obligations.   In  addition,   the  Guarantor
acknowledges   that  the  Guarantor's   obligations  under  this  Agreement  are
independent  of and in addition  to the  obligations  of any other  guarantor(s)
under  any  other  guaranty  agreement(s)  related  to all or  any  part  of the
Guaranteed  Obligations.   To  that  end,  the  obligations,   undertakings  and
conditions  to be performed or observed by the  Guarantor  under this  Agreement
shall not be affected or impaired by reason of the  happening  from time to time
and one or more times of any of the  following  with  respect  to the  Revolving
Credit Note, the Loan  Agreement,  or any assignment of the rights of the Lender
under this Agreement  whether or not with notice to, or further  consent of, the
Guarantor:

     5.01  Waiver by the  Lender or any other  person(s)  of the  observance  or
performance  by (a) the  Borrower of any  obligation,  undertaking  or condition
contained in the Revolving  Credit Note,  the Loan Agreement or any other of the
Borrower  Documents,  or (b) any other  guarantor of any liability or obligation
contained in its guaranty  agreement  (except for the  particular  observance or
performance so waived).

     5.02  Extension of the time for payment by the Borrower or any guarantor of
any amount owing or payable under the Revolving Credit Note, the Loan Agreement,
or any other guaranty agreement or of the time for payment or performance by the
Borrower,  any other  guarantor(s)  or any other person of any other  obligation
under or arising out of the Guaranteed  Obligations,  or otherwise under or with
respect to the  Revolving  Credit  Note,  the Loan  Agreement,  any other of the
Borrower  Documents,  or any other guaranty agreement related to all or any part
of the  Guaranteed  Obligations  or the  extension or the renewal of any thereof
(except for the particular extension or renewal so granted).

     5.03 Modification or amendment (whether material or otherwise) of any term,
obligation,  undertaking  or  condition  to be  performed by the Borrower or any
other guarantor(s) under the Guaranteed Obligations,  or otherwise under or with
respect to the Revolving Credit


                                       4


<PAGE>



Note,  the Loan  Agreement,  any other of the Borrower  Documents,  or any other
guaranty agreement.

     5.04  Taking or omitting  to take any action  referred to in the  Revolving
Credit Note, the Loan  Agreement,  any other of the Borrower  Documents,  or any
other guaranty agreement.

     5.05 Any failure,  omission, delay or lack on the part of the Lender or any
other  person,  to  enforce,  assert  or  exercise  any  right,  power or remedy
conferred on the Lender or any other person in the  Revolving  Credit Note,  the
Loan  Agreement,  any other of the  Borrower  Documents,  or any other  guaranty
agreement,  or any action on the part of the Lender or any other person granting
indulgence  or extension in any form,  or  suspending  any such right,  power or
remedy as to any person or entity.

     5.06  Voluntary  or  involuntary  liquidation,  dissolution,  sale or other
disposition of all or substantially all of the assets, marshalling of assets and
liability,  receivership,  insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of, or other
similar  proceeding  affecting  the Borrower or any other  guarantor(s),  or the
assets  of  the  Borrower  or any  other  guarantor(s),  or  the  disaffirmance,
rejection or  postponement  in any such  proceeding of any other  obligations or
undertakings  of the  Borrower  or  any  other  guarantor(s)  set  forth  in the
Revolving Credit Note, the Loan Agreement,  any of the Borrower Documents or any
other guaranty agreement.

     5.07 Release or discharge  of the Borrower or any other  guarantor(s)  from
the performance or observance of any obligation,  undertaking or condition to be
performed by the Borrower or any other  guarantor(s)  under the Revolving Credit
Note,  the Loan  Agreement,  any other of the  Borrower  Documents  or any other
guaranty agreement by operation of law or otherwise.

     5.08 Release, substitution, exchange, dissipation, surrender or replacement
of any  collateral  security for any  liability or obligation of the Borrower or
any  other  guarantor(s),  with  respect  to all or any  part of the  Guaranteed
Obligations or otherwise, under or with respect to the Borrower Documents or any
other  guaranty  agreement,  whether  or not  permitted  in any of the  Borrower
Documents.

     5.09 Receipt and  acceptance by the Lender or any other person or entity of
notes, checks or other instruments for the payment of money made by the Borrower
or other person or entity,  and extension or renewals of such instrument (except
to the extent that such instruments are paid or converted into cash).

     5.10 Any failure of title with  respect to the  interest of the Borrower or
Lender  in the  collateral  security  for any  liability  or  obligation  of the
Borrower for any other guarantor(s) or any parts or components thereof.

     5.11 The  dissolution,  merger or  consolidation  of the  Borrower,  either
Guarantor or any other guarantor(s) or the sale,  divesture or other disposition
of any or all of the  interest of the  Borrower,  either  Guarantor or any other
guarantor(s) in any collateral.


                                       5

<PAGE>



     5.12 Any action or inaction (including, without limitation, the election of
the Lender to proceed  with a judicial or  nonjudicial  foreclosure  against any
real or personal  property security it holds) by the Lender or any other persons
which results in any impairment or destruction of (a) any  subrogation or rights
of either  Guarantor,  (b) any rights of either Guarantor to proceed against the
Borrowers, and other guarantor(s) or any other person for reimbursement,  or (c)
any rights of Lender with respect to any  collateral  security for any liability
or obligation of the Borrowers with respect to all or any part of the Guaranteed
Obligations,  or otherwise under or with respect to the Borrower  Documents,  or
for any obligation under any other guaranty agreement.

     5.13 Any action taken by the Lender or any other  person or entity  against
the  Borrower or Guarantor  which would  afford the Borrower or any  guarantor a
defense  based  on  any  anti-deficiency   protection  under  the  laws  of  any
jurisdiction.

     5.14 Change,  exchange,  waiver,  release or subordination,  in whole or in
part, of any security interest,  mortgage, pledge or other lien now or hereafter
held by the Lender as collateral security for any of the Guaranteed Obligations,
or any  other  liability  or  obligation  of the  Borrower  under  the  Borrower
Documents,  or for any  obligations  under any other guaranty  agreement and the
justifiable or  unjustifiable  impairment of any such  collateral  security,  or
suspension of the right to enforce against any such collateral security.

     5.15 Grant of indulgences, forbearances or compromises with respect to, and
any  settlement  made with,  Borrower,  or any  co-maker,  accommodation  party,
surety, any other guarantor(s) or any other person or entity, or with respect to
any of the Guaranteed  Obligations or the  obligations  under any other guaranty
agreement.

     5.16 Extension of loans,  credit,  advances,  discounts and other financial
accommodations  to the  Borrower by the Lender in addition  to, or in excess of,
the amount of the Guaranteed Obligations.

     5.17 Acceptance by the Lender of any late, partial or interest-only payment
with respect to the Guaranteed Obligations.

     5.18 Lack of  diligence  by the  Lender in  collecting,  or  attempting  to
collect,  the Guaranteed  Obligations,  the obligations under any other guaranty
agreement or any other  obligations or liabilities or in otherwise  dealing with
the Borrower, the Guaranteed  Obligations or any co-maker,  accommodation party,
surety, or any other guarantor(s), or any other person or entity.

     5.19 The calling for and accepting,  at any time the Lender deems necessary
or  appropriate,   as  additional  security,  the  signature  or  signatures  of
additional  parties,  or  a  security  interest  in  property  of  any  kind  or
description, or both.

     5.20 Any other cause, whether similar or dissimilar to the foregoing. It is
the intention of the Guarantor that this  Agreement  constitutes an absolute and
unconditional guaranty in any


                                       6

<PAGE>



and all  circumstances,  and  this  Agreement  shall be  discharged  only by the
payment in full of all sums  guaranteed and by the performance in full of all of
the Guaranteed Obligations.

                                    SECTION 6

                                Waiver of Notice
                                ----------------

     The Guarantor  waives notice of acceptance of this Agreement by the Lender,
notice  of  execution  and  delivery  of the  Revolving  Credit  Note,  the Loan
Agreement any other of the Borrower Documents, and any other guaranty agreement,
or any instrument  referred to in such documents.  The Guarantor further waives,
to the fullest  extent  permitted by  applicable  law,  each ande very notice to
which the Guarantor would otherwise be entitled under  principles of guaranty or
suretyship law. Without limiting the generality of the foregoing,  the Guarantor
hereby expressly waives all notices and defenses whatsoever with respect to this
Agreement  or with respect to the  Guaranteed  Obligations,  including,  but not
limited to, notice of the Lender's  acceptance of the Agreement or its intention
to act, or its action,  in reliance upon this  Agreement;  notice of the present
existence or future  incurring by the Borrower of any Guaranteed  Obligations or
any other  obligations or liability or any terms or amount thereof or any change
therein;  notice  of any  default  or  nonpayment  (whether  to  the  Guaranteed
Obligations  or of any other  obligation  or  liability)  by the Borrower or any
accommodation party, co-maker, surety, pledgor, mortgagor,  grantor of security,
any other guarantor(s) or any other person or entity; notice of the obtaining or
release of any guaranty or surety  agreement  (in  addition to this  Agreement),
pledge, mortgage,  security interest,  assignment,  or other security for any of
the Guaranteed Obligations;  notice of dishonor; notice of nonpayment; notice of
acceleration of the Guaranteed Obligations; notice of the making of a demand for
payment of the liability or obligations of the Borrower;  presentment and notice
of  presentment;  protest  and notice of  protest;  demand and notice of demand;
nonpayment and notice of nonpayment; notice of the disposition of any collateral
held to secure the Guaranteed Obligations;  and any other notice required by law
or otherwise.  The Guarantor recognizes and hereby guarantees a Revolving Credit
Note which may vary in the amount of aggregate principal outstanding, and waives
notice of all disbursements made to the Borrower pursuant to the Loan Agreement.
In any event, the Guarantor's  obligations under this Agreement shall not exceed
the limitations provided in Section 2 of this Agreement.

                                    SECTION 7

                              Waiver of Subrogation
                              ---------------------

     The Guarantor hereby  unconditionally waives any right of subrogation which
they might have  acquired by way of any  payment  made under this  Agreement  or
otherwise.  Accordingly,  the  Guarantor  shall  not  become a  creditor  of the
Borrower as a result of the payment made by any Guarantor under this agreement.


                                       7

<PAGE>


                                    SECTION 8

                              Rescission of Payment
                              ---------------------

     Notwithstanding  Section  9 below,  this  Agreement  shall  continue  to be
effective,  or be  reinstated as the case may be, as though such payment had not
been made, if any payment by the Borrower  pursuant to the terms and  conditions
of the Revolving Credit Note, the Loan Agreement, this Agreement or any other of
the Borrower Documents is rescinded or must otherwise be restored or returned by
the Lender for any reason,  including,  without limitation (a) the invalidity or
unenforceability  of the  obligation  paid,  for  any  reason;  (b)  failure  or
insufficiency of  consideration  for the obligation paid, or (c) the insolvency,
bankruptcy or reorganization of the Borrower or any of any other guarantor(s).

                                    SECTION 9

                                   Termination
                                   -----------

     This  Agreement  shall  remain in full  force and effect  until,  and shall
terminate (as "terminate" is used in Kentucky  Revised  Statutes ss. 371.065) on
the  earlier  of (a) the day  following  the date of (1)  payment  in full  upon
maturity of all sums payable by the Borrower under,  and (2) performance in full
of all other  obligations of the Borrower in accordance  with the provisions of,
the Revolving Credit Note, the Loan Agreement,  this Agreement, all of the other
Borrower  Documents,  and any extension and renewals thereof;  or (b) August 31,
2006; provided,  however, that termination of this Agreement on such termination
date shall not affect in any manner the liability of the Guarantor  with respect
to (1) the  Guaranteed  Obligations  which are created or incurred prior to such
termination  date  ("Prior  Obligations"),  or (2)  extension  or  renewals  of,
interest  accruing on, or fees, costs or expenses incurred with respect to, such
Prior Obligations prior to, on or after such termination date.

                                   SECTION 10

                                 Acknowledgment
                                 --------------

     The  Guarantor  acknowledges  that (a) pursuant to Section 2.02 of the Loan
Agreement,  the Revolving Credit (as that term is defined in the Loan Agreement)
shall  be  effective  as of the  date of the  Loan  Agreement,  and  unless  the
Revolving  Credit  is  sooner  terminated  (or  extended  in the  Lender's  sole
discretion)  as provided in the Loan  Agreement,  shall continue in effect until
August  31,  2005;  (b) the  Lender is under no duty to extend the period of the
Revolving  Credit  beyond  August 31,  2005;  (c) neither the  Borrower  nor the
Guarantor is relying upon or  anticipating  any such  extension;  and (d) if the
Lender chooses to extend the Revolving Credit pursuant to Section 2.03(d) of the
Loan  Agreement,  the  Lender  may  require  as a  condition  precedent  to  any
extension,  such  modification(s),   or  amendment(s)  of  any  kind  or  nature
whatsoever,  as the  Lender  determines  in its  sole  discretion,  to the  Loan
Agreement and/or any other Borrower  Documents,  including,  but not limited to,
the  grant  or  increase  of  collateral  security  for the  obligations  of the
Guarantor under the Agreement.  The Guarantor further acknowledges that upon any
extension of the period of the Revolving Credit,  this Agreement


                                       8

<PAGE>


shall  remain  in full  force and  effect  and  shall  continue  to apply to the
Revolving  Credit Notes, as extended (and to any renewal or replacement  note or
notes for one or more of the Revolving  Credit Notes, or any replacement for all
or any of them),  until that  Revolving  Credit Notes,  as extended,  renewed or
replaced, shall have been paid in full.

                                   SECTION 11

                                  Miscellaneous
                                  -------------

     11.01  This  Agreement   shall  be  binding  upon  the  Guarantor  and  the
Guarantor's heirs, personal  representatives,  successors and assigns, and shall
inure to the  benefit  of, and be  enforceable  by, the Lender and the  Lender's
successors,  transferees  and  assigns,  including  each and every holder of any
indebtedness,  obligation  or liability of the  Borrower  constituting  all or a
portion of the Guaranteed Obligations.

     11.02 The Lender may enforce  this  Agreement  with  respect to one or more
breaches either separately or cumulatively.

     11.03 This  Agreement  may not be  modified  or amended  without  the prior
written  consent of the Lender,  and any  attempted  modification  or  amendment
without such consent shall be void.

     11.04 This  Agreement  shall in all respects be governed by, and  construed
and enforced in accordance  with,  the laws (without  regard to the conflicts of
laws rules) of the Commonwealth of Kentucky.

     11.05 If any part, term or provision of this Agreement is  unenforceable or
prohibited by any law applicable to this Agreement the rights and obligations of
the parties shall be construed  and enforced  with that part,  term or provision
limited so as to make it enforceable  to the greatest  extent allowed by law, or
if it is totally unenforceable, as if this did not contain that particular part,
term or provision.  A determination in one  jurisdiction  that any part, term or
provision  of this  Agreement is  unenforceable  or  prohibited  by law does not
affect the validity of such part, term or provision in any other jurisdiction.

     11.06  The  headings  in this  Agreement  have  been  included  for ease of
reference   only,   and  shall  not  be  considered  in  the   construction   or
interpretation of this Agreement.

     11.07 This  Agreement  may be signed by each party  hereto  upon a separate
copy, and in such case one counterpart of this Agreement shall consist of enough
of such copies to reflect the signature of each party.

     11.08  This   Agreement   may  be   executed  by  each  party  in  multiple
counterparts,  each of which  shall  be  deemed  an  original.  It shall  not be
necessary  in making  proof of this  Agreement  or its terms to account for more
than one such counterpart.


                                       9

<PAGE>


     11.09 THE GUARANTOR  CONSENTS TO ONE OR MORE ACTIONS BEING  INSTITUTED  AND
MAINTAINED IN THE JEFFERSON  COUNTY,  KENTUCKY,  CIRCUIT COURT AND/OR THE UNITED
STATES  DISTRICT  COURT FOR THE WESTERN  DISTRICT OF KENTUCKY  (AT THE  LENDER'S
DISCRETION) TO ENFORCE THIS  AGREEMENT  AND/OR ONE OR MORE OF THE OTHER BORROWER
DOCUMENTS,  AND  WAIVES  ANY  OBJECTION  TO ANY SUCH  ACTION  BASED UPON LACK OF
PERSONAL OR SUBJECT MATTER  JURISDICTION OR IMPROPER VENUE.  THE GUARANTOR AGREE
THAT ANY PROCESS OR OTHER LEGAL  SUMMONS IN  CONNECTION  WITH ANY SUCH ACTION OR
PROCEEDING  MAY BE SERVED BY MAILING A COPY  THEREOF BY CERTIFIED  MAIL,  OR ANY
SUBSTANTIALLY  SIMILAR  FORM OF MAIL,  ADDRESSED  TO THE BORROWER AS PROVIDED IN
SECTION  12.12  BELOW.  THE  BORROWER  ALSO AGREES THAT IT SHALL NOT COMMENCE OR
MAINTAIN ANY ACTION IN ANY COURT,  ADMINISTRATIVE AGENCY OR OTHER TRIBUNAL OTHER
THAN THE JEFFERSON COUNTY, KENTUCKY, CIRCUIT COURT OR THE UNITED STATES DISTRICT
COURT FOR THE WESTERN  DISTRICT OF KENTUCKY WITH RESPECT TO THIS AGREEMENT,  ANY
OTHER  OF  THE  BORROWER  DOCUMENTS,  ANY OF THE  TRANSACTIONS  PROVIDED  FOR OR
CONTEMPLATED IN ANY OF THE BORROWER DOCUMENTS, OR ANY CAUSE OF ACTION OR ALLEGED
CAUSE OF ACTION  ARISING OUT OF OR IN  CONNECTION  WITH ANY DEBTOR AND  CREDITOR
RELATIONSHIP BETWEEN OR AMONG THE GUARANTOR, THE BORROWER AND/OR THE LENDER THAT
MAY EXIST FROM TIME TO TIME.

     11.10 In the event that any of the Guaranteed  Obligations  arise out of or
are  evidenced by more than one  obligation  or liability of the Borrower to the
Lender,  this  Agreement  may be  enforced  as to  each  separate  liability  or
obligation constituting one of the Guaranteed Obligations,  either separately or
cumulatively.

     11.11 The use of any  gender in this  Agreement  shall be deemed to include
each other gender to the extent the context requires.

     11.12  (a)  Any  requirement  of  the  Uniform  Commercial  Code  or  other
applicable  law of  reasonable  notice  shall be met if such  notice is given at
least ten (10) business days before the time of sale, disposition or other event
or thing giving rise to the requirement of notice.

            (b) All notices or communications  under  this Agreement shall be in
writing and  shall be (1) mailed by registered or certified mail, return receipt
requested,  (2) hand delivered,  or (3) delivered by overnight  carrier,  to the
parties at the addresses set forth below their names on the signature page(s) to
this  Agreement,  and any notice so addressed  and mailed or delivered to and/or
deposited with such carrier, freight prepaid, shall be deemed to have been given
when so mailed if mailed; or delivered if  hand-delivered;  or delivered to such
overnight courier if delivered by overnight courier.


                                       10

<PAGE>



          (c)The parties hereto may at any time,and from time to time,change the
address(es) to which notice shall be mailed,  transmitted or otherwise delivered
by written notice setting forth the changed address(es).

     11.13 THE BORROWER  AND EACH  GUARANTOR  HEREBY  WAIVES ITS RIGHT TO A JURY
TRIAL OF ANY  CLAIM  OR  CAUSE  OF  ACTION  BASED  UPON OR  ARISING  OUT OF THIS
AGREEMENT,  THE LOAN AGREEMENT,  THE REVOLVING CREDIT NOTE, THE PLEDGE AGREEMENT
AND/OR ANY OTHER OF THE BORROWER DOCUMENTS.  THIS WAIVER IS INTENDED TO APPLY TO
ANY AND ALL  DISPUTES  THAT MAY BE FILED IN ANY COURT THAT RELATE TO THE SUBJECT
MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT
CLAIMS,  BREACH OF DUTY CLAIMS,  AND ALL OTHER COMMON LAW AND STATUTORY  CLAIMS.
THE  BORROWER  AND  GUARANTOR  ACKNOWLEDGES  THAT  THIS  WAIVER  IS  A  MATERIAL
INDUCEMENT  FOR THE LENDER TO ENTER INTO A BUSINESS  RELATIONSHIP,  AND THAT THE
LENDER HAS ALREADY  RELIED ON THIS WAIVER IN ITS DEALINGS  WITH THE BORROWER AND
THE GUARANTOR.  THE BORROWER AND GUARANTOR  FURTHER WARRANTS AND REPRESENTS THAT
EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL  COUNSEL,  AND THAT EACH  KNOWINGLY
AND VOLUNTARILY  WAIVES ITS JURY TRIAL RIGHTS FOLLOWING  CONSULTATION WITH LEGAL
COUNSEL. THIS WAIVER IS IRREVOCABLE,  MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT  AMENDMENTS,
RENEWALS,  SUPPLEMENTS OR MODIFICATIONS  TO THIS AGREEMENT,  THE LOAN AGREEMENT,
THE  REVOLVING  CREDIT  NOTE,  THE PLEDGE  AGREEMENT  AND/OR THE OTHER  BORROWER
DOCUMENTS. IN THE EVENT OF LITIGATION,  THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO TRIAL BY THE COURT.


     11.14 The Guarantor  acknowledges that the Guarantor has received a copy of
the Loan Agreement and each of the other Borrower  Documents,  as fully executed
by the parties thereto.  The Guarantor represent and warrants that the Guarantor
(a) HAS READ THE LOAN AGREEMENT AND THE OTHER  BORROWER  DOCUMENTS OR HAS CAUSED
SUCH DOCUMENTS TO BE EXAMINED BY THE  GUARANTOR'S  REPRESENTATIVES  OR ADVISORS;
(b) is  thoroughly  familiar  with  the  transactions  contemplated  in the Loan
Agreement  and  the  other  Borrower  Documents;  and  (c),  together  with  the
Guarantor's  representatives or advisors, if any, has had the opportunity to ask
such questions to representatives of the Borrower and the Lender,  respectively,
and  receive  answers  thereto,  concerning  the  terms  and  conditions  of the
transactions contemplated in the Loan Agreement and the other Borrower Documents
as the Guarantor deem necessary in connection with the  Guarantor's  decision to
enter into this Agreement.


                                       11

<PAGE>


     IN WITNESS  WHEREOF,  the parties have executed this as of the date set out
on the preamble hereto, but actually on the date(s) set forth below.


                      GUARANTOR: /s/ Brian F. Lavin
                                 -----------------------------------------------
                                 BRIAN F. LAVIN

                                 Date: August 15, 2000
                                      ------------------------------------------

                                 Address:

                                 10172 Linn Station Road
                                 Louisville, KY  40223
                                 Attn: Neil Mitchell



                      BORROWER:  ORIG, LLC


                                 By  /s/ J. D. Nichols
                                    --------------------------------------------
                                    J. D. NICHOLS, MANAGER

                                 Date: August 15, 2000
                                      ------------------------------------------

                                 Address:

                                 10172 Linn Station Road #200
                                 Louisville, KY  40223
                                 Attn: Neil Mitchell






                                       12


<PAGE>


                      LENDER:    BANK OF LOUISVILLE



                                  By /s/ Richard Bean
                                    --------------------------------------------
                                    Richard Bean, Senior Vice President

                                  Date: August 15,  2000
                                       -----------------------------------------

                                  Address:

                                  500 W. Broadway
                                  Louisville, KY  40202
                                  Attn:  Richard Bean, Senior Vice President






<PAGE>



                                                                    EXHIBIT 3(f)


                             JOINT FILING AGREEMENT





<PAGE>


                             JOINT FILING AGREEMENT

     The  undersigned  parties hereby agree that the Schedule 13D filed herewith
relating  to  limited  partnership  interests  of  NTS-Properties  V, a Maryland
Limited  Partnership  is being filed  jointly with the  Securities  and Exchange
Commission pursuant to Rule 13d-1(k)(1) on behalf of each such person.


October 11, 2000                          J. D. NICHOLS

                                          By: /s/ J. D. Nichols
                                             -----------------------------------
                                              J. D. Nichols

                                          OCEAN RIDGE INVESTMENTS, LTD.

                                          By:  BKK Financial, Inc.
                                          Its: General Partner

                                               By: /s/ J. D. Nichols
                                                  ------------------------------
                                                    J. D. Nichols
                                               Its: Chairman of the Board

                                          ORIG, LLC

                                          By: /s/ J. D. Nichols
                                             -----------------------------------
                                               J.D. Nichols
                                          Its: Managing Member


                                          BRIAN F. LAVIN
                                          By: /s/ Brian F. Lavin
                                              ----------------------------------
                                              Brian F. Lavin


                                          NTS-PROPERTIES ASSOCIATES V

                                          By: /s/ J. D. Nichols
                                             -----------------------------------
                                              J. D. Nichols
                                          Its: Managing General Partner