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                                                                   Exhibit 10.28

                           LOAN AND SECURITY AGREEMENT

     This Loan and Security Agreement (the "Agreement") is entered into this 1
day of September, 2000 at Cincinnati, Hamilton County, Ohio, by and between THE
HUNTINGTON NATIONAL BANK, a national banking association (the "Bank") and FIRST
CINCINNATI LEASING 2000 LLC, an Ohio limited liability company (the "Borrower").

                                   WITNESSETH:

     WHEREAS, Borrower desires to borrow certain funds from Bank for the purpose
of refinancing the acquisition of certain real estate and improvements located
in various jurisdictions (collectively referred to as the "Property" and
individually as "Model Home"); and

     WHEREAS, subject to the provisions hereof, Bank has agreed to make a loan
to Borrower for such purposes in an amount not to exceed Five Million Four
Hundred Thirty Three Thousand Dollars ($5,433,000.00) in the lawful currency of
the United States of America (the "Loan").

     NOW, THEREFORE, in consideration of the foregoing premises, the covenants
and conditions contained herein and other good and valuable consideration, the
receipt, sufficiency and adequacy of which is hereby acknowledged, the parties
agree as follows:

     1. LOAN DOCUMENTS. The Loan is evidenced by Borrower's Promissory Note of
even date herewith (the "Note") in the amount of Five Million Four Hundred
Thirty Three Thousand Dollars ($5,433,000.00), payable to the Bank, bearing
interest and as provided therein. The Note is secured by a first lien Open-End
Mortgage, Assignment of Rents and Leases and Security Agreement or first lien
Deed of Trust, Assignment of Rents and Leases and Security Agreement on each
Model Home of even date herewith as applicable (collectively the "Mortgage")
encumbering the Property. In addition, Borrower has executed and delivered UCC
Financing Statements (the "UCC Financing Statements") evidencing Bank's first
and best lien security interest in all of Borrower's assets, including, without
limitation, the Leases and all personal property located in, or about the
Property, whether existing now or after acquired. Allen G. Zaring, III
("Zaring") (the "Guarantor") has executed an Unconditional Guaranty of Payment
and Performance of even date herewith (the "Guaranty") wherein the Guarantor has
guaranteed repayment of the indebtedness evidenced by the Note and the
performance of any and all obligations of the Borrower to Bank. The Note,
Mortgage, UCC Financing Statements, Guaranty, this Agreement and any and all
other documents executed in connection with the Loan are sometimes hereinafter
collectively referred to as the "Loan Documents".

     2. INTENTIONALLY DELETED.

     3. INTENTIONALLY DELETED.

     4. TERMS OF LOAN.

          4.1 REPAYMENT. The Borrower agrees to pay Bank monthly, the interest
     on the unpaid balance of the Loan at a rate of interest set forth in the
     Note evidencing the Loan, the terms and conditions of which are
     incorporated by reference herein. Repayment of the Loan shall be made in
     accordance with the terms of the Note. The Borrower agrees to pay all of
     Bank's out of pocket expenses and all costs and expenses incidental to or
     in connection with (a) the Loan, (b) the enforcement of Bank's rights in
     connection therewith, (c) any amendment or modification of this Agreement,
     the Loan Documents or any other documents related thereto, (d) any
     litigation, contest, dispute, proceeding or action in any way relating to
     the Property or to this Agreement or the Loan Documents, whether any of the
     foregoing are incurred prior to or after maturity, the occurrence of any
     Event of Default or the rendering of a judgment. Such costs shall include,
     but not be limited to, reasonable fees and out of pocket expenses of Bank's
     counsel, recording fees, inspection fees, revenue stamps and note and
     mortgage taxes.


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          4.2 DISBURSEMENTS REQUIREMENTS.

          4.2.1 The Bank will disburse the loan proceeds to the Borrower on the
     date hereof upon satisfaction of the following conditions:

               1)   The Borrower and/or Borrower's counsel will provide the Bank
                    with a mortgage and assignment of the lease between Zaring
                    Homes Inc., Zaring Homes Kentucky LLC or Zaring Homes of
                    Indiana L.L.C. for each Model Home;

               2)   Within thirty (30) days of the date hereof, for each Model
                    Home, a title exam or an opinion letter from the Borrower's
                    counsel indicating that the Bank has a first and best lien
                    on each Model Home;

               3)   The Borrower provides the Bank with a certificate of fair
                    market value or appraisal in form and substance satisfactory
                    to the Bank; and

               4)   Within thirty (30) days of the date hereof, an Opinion
                    Letter from the Borrower's counsel that each mortgage for
                    each Model Home is enforceable in accordance with the laws
                    of the state in which the Model Home is situated, and
                    secures the full amount of the Loan.

          4.2.2 If it is determined at any time after a disbursement is made by
     the Bank pursuant to Subsection 4.2.1 above, that the Bank does not have a
     first and best lien on any Model Home or that any Model Home is not titled
     in the name of the Borrower or the necessary Opinion Letters as set forth
     in 4.2.1 (4) above is not timely received, the Borrower with regards to
     such Model Home, shall within thirty (30) days of such determinations
     perform the following:

               1)   Take such steps deemed necessary by the Bank in its absolute
                    discretion to insure the Bank that it has a first and best
                    lien as to such Model Home; or

               2)   Substitute such Model Home with a like Model Home on which
                    the Bank has a first and best lien; or

               3)   Pay down the amount of the Note by the amount advanced
                    against such Model Home.

          5.1 GRANT OF SECURITY INTEREST. The Borrower hereby grants, pledges
     and assigns to Bank a security interest in the following property, whether
     the Borrower's interest therein as owner, co-owner, lessor, lessee,
     consignee, secured party or otherwise, be now owned or existing or
     hereafter arising or acquired, and wherever located, together with all
     substitutions, replacements, additions and accessions therefor or thereto,
     all documents, negotiable documents, documents of title, warehouse
     receipts, storage receipts, dock warrants, express bills, freight bills,
     airbills, bills of lading, and other documents relating thereto, all
     products thereof and all cash and non-cash proceeds thereof including, but
     not limited to, notes, drafts, checks, instruments, insurance proceeds,
     indemnity proceeds, warranty and guaranty proceeds: (a) all of Borrower's
     inventory including, but not limited to, all improved real property, all
     goods, merchandise and other personal property furnished under any contract
     of service or intended for sale or lease, all parties, supplies, raw
     materials, work in process, finished goods, homes, materials used or
     consumed in Borrower's business, and repossessed and returned goods or
     homes (herein the "Inventory"); (b) all of the Borrower's accounts,
     accounts receivable, contract rights, chattel paper, general intangibles,
     income tax refunds, preference recoveries or other claims in respect of any
     transfers of any kind, instruments, negotiable documents, notes, drafts,
     acceptances and other forms of obligations, all books, records, ledger
     cards, computer programs, and other documents or property at any time
     evidencing or relating to the Borrower's accounts, including, but not
     limited to, those arising from or in connection with the Borrower's sale,
     lease or other disposition of Inventory (herein the "Accounts"); (c) all of
     the Borrower's machinery, equipment, tools, furniture, furnishings and
     fixtures including, but not limited to, all manufacturing, fabricating,
     processing, transporting and packaging equipment, power systems, heating,
     cooling and ventilating systems, lighting and communications systems,
     electric, gas and water distribution systems, food service systems, fire
     prevention, alarm and security systems, laundry systems and computing and
     data processing systems (herein the "Equipment"); (d) all of the Borrower's
     trade names, trademarks, trade secrets, service marks, data bases, software
     and



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     software systems, information systems, discs, tapes, goodwill, patents,
     patent applications, copyrights, licenses and franchises (herein the
     "Intellectual Property"); and (e) all deposit accounts, whether general,
     special, time, demand, provisional, final, all cash or monies wherever
     located, any and all deposits or other sums at any time credited by or due
     from Bank to the Borrower, any and all policies, certificates of insurance,
     securities, goods, chooses in action, cash and property owned by the
     Borrower or in which the Borrower has an interest, which now or hereafter
     are at any time in the possession or control of Bank or in transit by mail
     or carrier to or from Bank, or in the possession of any third party acting
     in Bank's behalf, without regard to whether Bank received the same in
     pledge for safekeeping, as agent for collection or transmission or
     otherwise, or whether Bank has conditionally released the same (herein the
     "Deposits") (all of the Accounts, the Inventory, the Equipment, the
     Intellectual Property and the Deposits herein are collectively termed the
     "Collateral").

          The security interest hereby granted is to secure the prompt and full
     payment whether at stated or accelerated maturity or otherwise, of any and
     all principal, interest, damages, losses, costs, charges, expenses and
     liabilities, whether fixed or contingent (collectively the "Indebtedness")
     and the complete, faithful and punctual performance of any and all
     Obligations of the Borrower to Bank. The word "Obligations" is used in its
     most comprehensive sense and includes, without limitation, all
     Indebtedness, debts and liabilities (including principal, interest, late
     charges, collection costs, attorneys' fees and the like) of the Borrower to
     Bank, including, without limitation, the Five Million Four Hundred Thirty
     Three Dollars ($5,433,000.00) of even date herewith Promissory Note,
     whether now existing or hereafter arising, either created by the Borrower
     alone or together with another or others, primary or secondary, secured or
     unsecured, absolute or contingent, liquidated or unliquidated, direct or
     indirect, whether evidenced by note, draft, application for letter of
     credit or otherwise, and any and all renewals of or substitutes therefor,
     including all Indebtedness owed by the Borrower to Bank in connection with
     the Loan.

          It is the Borrower's express intention that the continuing security
     interest granted hereby, shall extend to all present and future Obligations
     of the Borrower to Bank, whether or not such Obligations are reduced or
     extinguished and thereafter increased or reincurred, whether or not such
     Obligations are related to the Indebtedness identified above by class, type
     or kind and whether or not such Obligations are specifically contemplated
     as of the date hereof. The absence of any reference to this Agreement in
     any documents, instruments or agreements evidencing or relating to any
     Obligation secured hereby shall not limit or be construed to limit the
     scope or applicability of this Agreement.

          Upon receipt of payment from the Borrower in the amount of the
     original amount advanced on any Model Homes, said Model Home shall be
     released from the Mortgage and the security interest provided herein to the
     Bank.

          5.2 REPRESENTATIONS AND COVENANTS REGARDING THE PROPERTY AND THE
     COLLATERAL. The Borrower represents, warrants and covenants as follows: (a)
     Except for the security interest granted hereby and any liens set forth in
     EXHIBIT A, the Borrower is, or as to Property or Collateral arising or to
     be acquired after the date hereof, shall be, the sole and exclusive owner
     of the Property and the Collateral, and the Property and the Collateral is
     and shall remain free from any and all liens, security interests,
     encumbrances, claims and interests, and no security agreement, mortgage or
     deed of trust or similar instrument, financing statement, equivalent
     security or lien instrument or continuation statement covering any of the
     Property or the Collateral is on file or of record in any public office;
     (b) the Borrower shall not create, permit or suffer to exist, and shall
     take such action as is necessary to remove, any claim to or interest in or
     lien or encumbrance upon the Property or the Collateral except the security
     interest granted hereby and any liens or encumbrances set forth in EXHIBIT
     A, and shall defend the right, title and interest of Bank in and to the
     Property and the Collateral against all claims and demands of all persons
     and entities at any time claiming the same or any interest therein; (c) the
     Borrower's principal place of business and chief executive office is
     located at the address set forth in paragraph 10.1 of this Agreement; the
     records concerning the Property and the Collateral shall be kept at that
     address unless Bank shall give its prior written consent otherwise; and the
     Borrower has no other place of business or place where Property or the
     Collateral is located, except as shown in EXHIBIT B attached hereto; (d) at
     least thirty (30) days prior to the occurrence of any of the following
     events, the Borrower shall deliver to the loan officer who is handling the
     Borrower's Obligations on behalf of Bank, written notice of such impending
     events: (i) a change in the Borrower's principal place of business or chief
     executive office; (ii) the opening or closing


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     of any place of business; or (iii) a change in the Borrower's name,
     identity or corporate structure; (e) each Model Home is based on an actual
     bona fide, and genuine rendering or performance of services in the ordinary
     course of the Borrower's business, documents to be given to Bank by the
     Borrower with respect to the Property will be genuine and accurate; and (f)
     any and all taxes and fees relating to the Borrower's business shall be the
     Borrower's sole responsibility, and none of said taxes and fees represent a
     lien on or claim against any of the Property except for the lien of real
     estate taxes accrued but not yet due and payable.

          5.3 APPLICATION OF PROCEEDS; SETOFF; GOVERNMENT ACCOUNTS; PERFECTION;
     LIEN NOTATION. All amounts received by the Bank representing payment of
     Accounts or proceeds from the sale of the Property, Inventory or of the
     Collateral may be applied by the Bank to the payment of the Obligations in
     such order of preference as the Bank may determine. The Borrower also
     authorizes the Bank at any time, after default by Borrower or any of the
     Guarantors, upon simultaneous notice to Borrower , to appropriate and apply
     any balances, credits, deposits, accounts or money of the Borrower in the
     Bank's possession, custody or control to the payment of any of the
     Obligations whether or not the Obligations are due or matured. If any of
     the Borrower's Accounts arise out of contracts with or orders from the
     United States or any department, agency or instrumentality thereof, the
     Borrower shall immediately (a) notify the Bank thereof in writing and (b)
     execute any instrument and take any steps which the Bank deems necessary
     pursuant to the Federal Assignment of Claims Act of 1940, as amended (41
     USC Section 15) in order that all money due and to become due under such
     contract or order shall be assigned to the Bank. The Borrower agrees to
     execute, deliver, file and record all such notices, affidavits,
     assignments, financing statements and other instruments as shall in the
     judgment of the Bank be necessary or desirable to evidence, validate and
     perfect the security interest of the Bank in the Accounts. If certificates
     of title are issued or outstanding with respect to any Inventory or
     Equipment, the Borrower will cause the interest of the Bank to be properly
     noted thereon at the Borrower's expense.

          5.4 COLLATERAL INSURANCE. The Borrower shall have and maintain
     insurance at all times with respect to all Property, Inventory and
     Equipment insuring against risks of fire (including so-called extended
     coverage), explosion, theft, sprinkler leakage and such other casualties as
     the Bank may designate, containing such terms, in such form, for such
     amounts, for such periods and written by such companies as may be
     satisfactory to the Bank, and each such policy shall contain a clause or
     endorsement satisfactory to the Bank that names the Bank as additional
     insured and loss payee, as its interests may appear, and that provides that
     no act, default or breach of warranty or condition of the Borrower or any
     other person shall affect the right of the Bank to recover under such
     policy or policies of insurance or to pay any premium in whole or in part
     relating thereto. All policies of insurance shall provide for thirty (30)
     days prior written minimum notice of cancellation or alteration to the
     Bank. The Borrower shall deliver to the Bank certified copies of all
     policies of insurance and evidence of the payment of all premiums therefor.
     The Borrower hereby irrevocably appoints the Bank (and any of the Bank's
     officers, employees or agents designated by the Bank) as attorney for the
     Borrower in obtaining and canceling such insurance and in making, settling
     and adjusting all claims under such policies of insurance, endorsing the
     name of the Borrower on any check, draft, instrument or other item of
     payment for the proceeds of such policies of insurance and for making all
     determinations and decisions with respect to such policies of insurance;
     provided however, the Borrower shall have the right to settle claims of
     less than $5,000.00 in total. In the event of failure to provide insurance
     as herein provided, the Bank may, at its option, provide such insurance,
     and the Borrower shall pay to the Bank, upon demand, the cost thereof.
     Should the Borrower fail to pay said sum to the Bank upon demand, interest
     shall accrue thereon from the date of demand until paid in full at the
     highest rate set forth in any document or instrument evidencing any of the
     Obligations.

          5.5 BOOKS AND RECORDS. The Borrower shall at all times keep accurate
     and complete records of the Property and the Collateral, including without
     limitation an inventory and complete and accurate records, and at all
     reasonable times and from time to time, shall allow the Bank, by or through
     any of its officers, agents, attorneys or accountants, to examine, inspect
     and make extracts from the Borrower's books and records and to arrange for
     verification of the Property and the Collateral and to examine and inspect
     the Property and the Collateral wherever located. In addition, upon request
     of the Bank, the Borrower shall provide the Bank with copies of agreements
     with, from, and invoices to, the Borrower's customers, and supplier's and
     copies of all documents, delivery receipts, and such other documentation
     and information relating to the


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     Property and the Collateral as the Bank may require. The Borrower shall
     also place a notation on its books of account to disclose the Bank's lien
     therein.

          5.6 COLLATERAL ADMINISTRATION. (a) The Borrower shall promptly
     perform, on request of the Bank, such acts as the Bank may determine to be
     necessary or advisable to create, perfect, maintain, preserve, protect and
     continue the perfection of any mortgage, lien and security interest
     provided for in this Agreement or otherwise to carry out the intent of this
     Agreement, including, without limitation, obtaining waivers or other
     similar documents reasonably necessary to permit the enforcement of the
     remedies of the Bank hereunder, (b) further, the Borrower shall not (i)
     extend, amend or otherwise modify the terms of any Account, (ii) amend,
     modify or waive any term or condition of any contractual obligation related
     thereto or (iii) redate any invoice or sale or make sales on extended
     dating beyond that customary in the Borrower's industry.

          5.7 PRESERVATION AND DISPOSITION OF COLLATERAL. (a) Prior to the
     placement of any Collateral in or upon any real property which the Borrower
     has leased or mortgaged, the Borrower shall have obtained a waiver from the
     lessee, with respect to the rights (whether present or future) of the
     lessee or mortgagee with respect to that Collateral. The Borrower shall
     advise the Bank promptly, in writing and in reasonable detail, (i) of any
     material encumbrance or claim asserted against any of the Collateral; (ii)
     of any material change in the composition of the Collateral; and (iii) of
     the occurrence of any other event that would have a material adverse effect
     upon the aggregate value of the Collateral or upon the security interest of
     the Bank; (b) the Borrower shall not sell or otherwise dispose of the
     Collateral, except that the Borrower may sell or otherwise dispose of the
     Inventory in the ordinary course of its business; (c) the Borrower shall
     keep the Collateral in good condition and shall not misuse, abuse, secrete,
     waste or destroy any of the same; (d) the Borrower shall not use the
     Collateral in violation of any statute, ordinance, regulation, rule, decree
     or order; (e) the Borrower shall not permit to become liens or encumbrances
     any taxes, assessments, charges or levies upon the Collateral or in respect
     to the income or profits therefrom; and (f) at its option, the Bank may
     discharge taxes, liens, security interests or other encumbrances at any
     time levied or placed on the Collateral and may pay for the maintenance and
     preservation of the Collateral. The Borrower agrees to reimburse the Bank
     upon demand for any payment made or any expense incurred (including without
     limitation, reasonable attorneys fees) by the Bank pursuant to the
     foregoing authorization. Should the Borrower fail to pay said sum to the
     Bank upon demand, interest shall accrue thereon, from the date of demand
     until paid in full, at the highest rate set forth in any document or
     instrument evidencing any of the Obligations.

          5.8 EXTENSIONS AND COMPROMISES. With respect to any Property or
     Collateral, the Borrower assents to all extensions or postponements of the
     time of payment thereof or any other indulgence in connection therewith, to
     each substitution, exchange or release of Property or Collateral, to the
     addition or release of any party primarily or secondarily liable, to the
     acceptance of partial payments thereon and to the settlement, compromise or
     adjustment thereof, all in such manner and at such time or times as the
     Bank may deem advisable. The Bank shall have no duty as to the collection
     or protection of Property or Collateral or any income therefrom, nor as to
     the preservation of rights against prior parties, nor as to the
     preservation of any right pertaining thereto, beyond the safe custody of
     Property or Collateral in the possession of the Bank.

          5.9 FINANCING STATEMENTS. At the request of the Bank, the Borrower
     shall join with the Bank in executing, delivering and filing one or more
     financing statements in a form and content satisfactory to the Bank and
     shall pay the cost of filing the same in all public offices wherever filing
     is deemed by the Bank to be necessary or desirable. A carbon, photographic
     or other reproduction of this Agreement or of a financing statement shall
     be sufficient as a financing statement.

          5.10 BANK'S APPOINTMENT AS ATTORNEY-IN-FACT. The Borrower hereby
     irrevocably constitutes and appoints the Bank and any officer or agent
     thereof, with full power of substitution, as the Borrower's true and lawful
     attorney-in-fact with full irrevocable power and authority in its place and
     stead and in its name or in the Bank's own name, from time to time in the
     Bank's discretion, for the purpose of carrying out the terms of this
     Agreement, to take any and all appropriate action and to execute any and
     all documents and instruments that may be necessary or desirable to
     accomplish the purposes of this Agreement and, without limiting the



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     generality of the foregoing, hereby grants to the Bank the power and right,
     on behalf of the Borrower, without notice to or assent: (a) to execute,
     file and record all such financing statements, deeds, closing statements,
     certifications, affidavits, certificates of title and other certificates of
     registration and operation and similar documents and instruments as the
     Bank may deem necessary or desirable to protect, perfect and validate the
     Bank's security interest in the Property or the Collateral; (b) to receive,
     collect, take, indorse, sign, compromise, assign and deliver in the
     Borrower's or the Bank's name, any and all checks, notes, drafts, or other
     documents or instruments relating to the Property or the Collateral; and
     (c) upon the occurrence of an Event of Default, (i) to notify postal
     authorities to change the address for delivery of the Borrower's mail to an
     address designated by the Bank, (ii) to open such mail delivered to the
     designated address, (iii) to sign and indorse any invoices, freight or
     express bills, bills of lading, storage or warehouse receipts, drafts
     against debtors, assignments, verifications and notices in connection with
     accounts and other documents relating to the Property or the Collateral;
     (iv) to commence and prosecute any suits, actions or proceedings at law or
     in equity in any court of competent jurisdiction to collect the Property
     and the Collateral or any part thereof and to enforce any other right in
     respect of any Property or the Collateral; (v) to defend any suit, action
     or proceeding brought with respect to any Property or the Collateral; (vi)
     to negotiate, settle, compromise or adjust any account, suit, action or
     proceeding described above and, in connection therewith, to give such
     discharges or releases as the Bank may deem appropriate; and (vii)
     generally, to sell, transfer, convey, pledge, make any agreement with
     respect to or otherwise deal with any of the Property or the Collateral as
     fully and completely as though the Bank were the absolute owner thereof for
     all purposes, and to do, at the Bank's option and the Borrower's expense,
     at any time or from time to time, all acts and things which the Bank deems
     necessary to protect, preserve or realize upon the Property or the
     Collateral and the Bank's security interest therein, in order to effect the
     intent of this Agreement.

          The Borrower hereby ratifies all that said attorneys shall lawfully do
     or cause to be done by virtue hereof. This power of attorney is a power
     coupled with an interest and shall be irrevocable. The powers conferred
     upon the Bank hereunder are solely to protect its interests in the Property
     and the Collateral and shall not impose any duty upon the Bank to exercise
     any such powers. The Bank shall be accountable only for amounts that the
     Bank actually receives as a result of the exercise of such powers and
     neither the Bank nor any of its officers, directors, employees or agents
     shall be responsible to the Borrower for any act or failure to act, except
     for the Bank's own gross negligence or willful misconduct.

          5.11 NO CONSEQUENTIAL DAMAGES. No claim may be made by the Borrower,
     any of its officers, directors, or agents against the Bank or its
     affiliates, directors, officers, employees, attorneys or agents for any
     special, direct, indirect, or consequential damages in respect of any
     breach or wrongful conduct (whether the claim therefor is based on
     contract, tort or duty imposed by law) in connection with, arising out of
     or in any way related to the transactions contemplated and relationship
     established by this Agreement, or any act, omission or event occurring in
     connection therewith, and the Borrower hereby waives, releases and agrees
     not to sue upon any such claim for any such damages, whether or not accrued
     and whether or not known or suspected to exist in its favor.

          5.12 REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default
     (as defined herein); (i) the Bank shall have the rights and remedies of a
     secured party under this Agreement, under any other instrument or agreement
     securing, evidencing or relating to the Obligations and under the law of
     the State of Ohio or any other applicable state law; and (ii) the Bank
     shall have the right to foreclose any or all Mortgage on the Property in
     accordance with the terms of each Mortgage. Without limiting the generality
     of the foregoing, the Bank shall have the right to take possession of the
     Collateral and all books and records relating to the Collateral and for
     that purpose the Bank may enter upon any premises on which the Collateral
     or books and records relating to the Collateral or any part thereof may be
     situated and remove the same therefrom. The Borrower expressly agrees that
     the Bank, without demand of performance or other demand, advertisement or
     notice of any kind (except the notices specified below of time and place of
     public sale or disposition or time after which a private sale or
     disposition is to occur) to or upon the Borrower or any other person or
     entity (all and each of which demands, advertisements and/or notices are
     hereby expressly waived), may forthwith collect, receive, appropriate and
     realize upon the Collateral, or any part thereof, and/or may forthwith
     sell, lease, assign, give option or options to purchase or sell or
     otherwise dispose of and deliver the Collateral (or contract to do so), or
     any part thereof, in one or more parcels at public or private


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     sale or sales, at any of the Bank's offices or elsewhere at such prices as
     the Bank may deem best, for cash or on credit or for future delivery
     without assumption of any credit risk. The Bank shall have the right upon
     any such public sale or sales, and, to the extent permitted by law, upon
     any such private sale or sales, to purchase the whole or any part of the
     Collateral so sold, free of any right or equity of redemption. The Borrower
     further agrees, at the Bank's request, to assemble the Collateral and to
     make it available to the Bank at such places as the Bank may reasonably
     select. The Borrower further agrees to allow the Bank to use or occupy the
     Borrower's premises, without charge, for the purpose of effecting the
     Bank's remedies in respect of the Collateral. The Bank shall apply the net
     proceeds of any such collection, recovery, receipt, appropriation,
     realization or sale, after deducting all reasonable costs and expenses of
     every kind incurred in connection therewith or incidental to the care or
     safekeeping of any or all of the Collateral or in any way relating to the
     rights of the Bank hereunder, including without limitation, reasonable
     attorneys fees and legal expenses, to the payment in whole or in part of
     the Obligations, in such order as the Bank may elect, and only after so
     paying over such net proceeds and after the payment by the Bank of any
     other amount required by any provision of law, need the Bank account for
     the surplus, if any. To the extent permitted by applicable law, the
     Borrower waives all claims, damages and demands against the Bank arising
     out of the repossession, retention, sale or disposition of the Collateral.
     The Borrower agrees that the Bank need not give more than seven days'
     notice (which notification shall be deemed given when mailed, postage
     prepaid, addressed to the Borrower at its address set forth in this
     Agreement, or when telecopied or telegraphed to that address or when
     telephoned or otherwise communicated orally to the Borrower or any of its
     agents at that address) of the time and place of any public sale or of the
     time after which a private sale may take place and that such notice is
     reasonable notification of such matters. The Borrower shall remain liable
     for any deficiency if the proceeds of any sale or disposition of the
     Collateral are insufficient to pay all amounts to which the Bank is
     entitled. The Borrower shall also be liable for the costs of collecting any
     of the Obligations or otherwise enforcing the terms thereof or of this
     Agreement, including without limitation, reasonable attorneys fees.

     6. WARRANTIES AND REPRESENTATIONS. The Borrower warrants and represents to
the Bank:

          6.1 ORGANIZATION AND AUTHORITY. The Borrower (a) is a limited
     liability company duly organized, validly existing and in good standing
     under the laws of the State of Ohio; (b) has all requisite power and
     authority and all necessary licenses and permits to own and operate and to
     carry on its business as now conducted and as presently proposed to be
     conducted; and (c) is not doing business or conducting any activity in any
     jurisdiction in which it has not duly qualified and become authorized to do
     business.

          6.2 BORROWING IS LEGAL AND AUTHORIZED. (a) The sole Member and the
     sole Manager of the Borrower have duly authorized the execution and
     delivery of this Agreement and of the Loan Documents and other related
     documents contemplated herein; this Agreement, the Loan Documents and other
     documents executed in connection with this Agreement will constitute valid
     and binding obligations of the Borrower enforceable in accordance with
     their respective terms; (b) the execution of this Agreement and Loan
     Documents and documents and the compliance by the Borrower with all the
     provisions of this Agreement (i) are within the powers of the Borrower; and
     (ii) are legal and will not conflict with, result in any breach in any of
     the provisions of, constitute a default under, or result in the creation of
     any lien or encumbrance upon any property of the Borrower under the
     provisions of any agreement, charter instrument, article of organization,
     operating agreement, bylaw, or other instrument to which the Borrower is a
     party or by which it may be bound; (c) there are no limitations in any
     indenture, contract, agreement, mortgage, deed of trust or other agreement
     or instrument to which the Borrower is now a party or by which the Borrower
     may be bound with respect to the payment of principal or interest on any
     indebtedness, or the Borrower's ability to incur indebtedness including the
     Loan Documents and other documents to be executed in connection with this
     Agreement.

          6.3 TAXES. All tax returns required to be filed by the Borrower in any
     jurisdiction have in fact been filed, and all taxes, assessments, fees and
     other governmental charges upon the Borrower, or upon any of its
     properties, which are due and payable have been paid. The Borrower does not
     know of any proposed additional tax assessment against it. The accruals for
     taxes on the books of the Borrower for its current fiscal period are
     adequate.


                                       7
<PAGE>   8

          6.4 COMPLIANCE WITH LAW. The Borrower (a) is not in violation of any
     laws, ordinances, governmental rules or regulations to which it is subject,
     including without limitation any laws, rulings or regulations relating to
     the Employee Retirement Income Security Act of 1974 or Section 4975 of the
     Internal Revenue Code and (b) has not failed to obtain any licenses,
     permits, franchises or other governmental or environmental authorizations
     necessary to the ownership of its properties or to the conduct of its
     business, which violation or failure might adversely affect the business,
     prospects, profits, properties or condition (financial or otherwise) of the
     Borrower.

          6.5 FULL DISCLOSURE. The Borrower has disclosed to the Bank in writing
     all facts, including, without limitation, all threatened or pending
     litigation, administrative proceedings, and arbitration proceedings which
     materially affect the properties, business, prospects, profits or condition
     (financial or otherwise) of the Borrower or the ability of the Borrower to
     perform this Agreement.

          6.6 NO INSOLVENCY. On the date of the Borrower's entering into the
     Loan and after giving effect to all indebtedness of the Borrower (including
     the Loan), (a) the Borrower will be able to pay its obligations as they
     become due and payable; (b) the present fair saleable value of the
     Borrower's assets exceeds the amount that will be required to pay its
     probable liability on its obligations as the same become absolute and
     matured; (c) the sum of the Borrower's property at a fair valuation exceeds
     the Borrower's indebtedness; and (d) the Borrower will have sufficient
     capital to engage in the Borrower's business. The Borrower's grant of
     collateral for the Loan constitutes fair consideration and reasonably
     equivalent value because of the receipt of the proceeds of the Loan.

          6.7 GOVERNMENT CONSENT. Neither the nature of the Borrower or of its
     business or properties, nor any relationship between the Borrower and any
     other entity or person, nor any circumstance in connection with the
     execution of this Agreement, is such as to require a consent, approval or
     authorization of, or filing, registration or qualification with, any
     governmental or other authority on the part of the Borrower as a condition
     to the execution and delivery of this Agreement and the Loan Documents and
     the other documents contemplated herein.

          6.8 TITLE TO PROPERTIES. The Borrower has good and marketable title to
     all the Property and other assets in which it has a property interest, free
     from any liens and encumbrances, except as set forth on Exhibit A attached
     to this Agreement and incorporated by reference herein. The Borrower has
     not agreed or consented to cause or permit in the future (upon the
     happening of a contingency or otherwise) any of the Property or its other
     assets whether now owned or hereafter acquired to be subject to a lien or
     encumbrance.

          6.9 NO DEFAULTS. No event has occurred and no condition exists which
     would constitute an Event of Default pursuant to this Agreement. The
     Borrower is not in violation in any material respect of any term of any
     agreement, articles of organization, operating agreement, charter
     instrument, bylaw or other instrument to which it is a party or by which it
     may be bound.

          6.10 ENVIRONMENTAL PROTECTION. The Borrower (a) has no actual
     knowledge of the permanent placement, burial or disposal of any Hazardous
     Substances (as hereinafter defined) on any real property owned, leased, or
     used by the Borrower, of any spills, releases, discharges, leaks, or
     disposal of Hazardous Substances that have occurred or are presently
     occurring on, under, or onto any Model Home, or of any spills, releases,
     discharges, leaks or disposal of Hazardous Substances that have occurred or
     are occurring off the location of any Model Home as a result of the
     Borrower's improvement, operation, or use of the Property which would
     result in non-compliance with any of the Environmental Laws (as hereinafter
     defined); (b) is and has been in compliance with all applicable
     Environmental Laws; (c) knows of no pending or threatened environmental
     civil, criminal or administrative proceedings against the Borrower relating
     to Hazardous Substances; (d) knows of no facts or circumstances that would
     give rise to any future civil, criminal or administrative proceeding
     against the Borrower relating to Hazardous Substances; and (e) will not
     permit any of its employees, agents, contractors, subcontractors, or any
     other person occupying or present on the Property to generate, manufacture,
     store, dispose or release on, about or under the Property any Hazardous
     Substances


                                       8
<PAGE>   9

     which would result in the Property or any other of its assets not complying
     with the Environmental Laws.

          As used herein, "Hazardous Substances" shall mean and include all
     hazardous and toxic substances, wastes, materials, compounds, pollutants
     and contaminants (including, without limitation, asbestos, polychlorinated
     biphenyls, and petroleum products) which are included under or regulated by
     the Comprehensive Environmental Response, Compensation and Liability Act,
     as amended, 42 U.S.C. ss.9601, ET SEQ., the Toxic Substances Control Act,
     15 U.S.C. ss.2601, ET SEQ., the Resource Conservation and Recovery Act, 42
     U.S.C. ss.6901, ET SEQ., the Water Quality Act of 1987, 33 U.S.C. ss.1251,
     ET SEQ., and the Clean Air Act, 42 U.S.C. ss.7401, ET SEQ., and any state
     or local statute ordinance, law, code, rule, regulation or order regulating
     or imposing liability (including strict liability) or standards of conduct
     regarding Hazardous Substances (hereinafter the "Environmental Laws"), but
     does not include such substances as are permanently incorporated into a
     structure or any part thereof in such a way as to preclude their subsequent
     release into the environment, or the permanent or temporary storage or
     disposal of household hazardous substances by tenants, and which are
     thereby exempt from or do not give rise to any violation of the
     forementioned Environmental Laws.

          6.11 CAPITAL STRUCTURE. The certified member list of the Borrower set
     forth in EXHIBIT C attached hereto and incorporated by reference herein
     accurately represents to the Bank the following: (a) the classes of
     membership of the Borrower and value of each such class, all as authorized
     by the Borrower's Articles of Organization and the number of units of each
     such class of membership issued and outstanding, the registered owner or
     holder (legally or beneficially) thereof, and the certificate numbers, if
     any, evidencing the foregoing. The Borrower does not have outstanding any
     other member, debt or other equity security, or any other instrument
     convertible to an equity security of the Borrower, or any commitment,
     understanding, agreement or arrangement to issue, sell or have outstanding
     any of the foregoing.

          6.12 WARRANTIES AND REPRESENTATIONS. On the date hereof, the
     warranties and representations set forth in Section 6 hereof shall be true
     and correct on and as of such date with the same effect as though such
     warranties and representations had been made on and as of such date, except
     to the extent that such warranties and representations expressly relate to
     an earlier date.

     7. BORROWER BUSINESS COVENANTS. The Borrower covenants that on and after
the date of this Agreement until terminated pursuant to the terms of this
Agreement, or so long as any of the Indebtedness provided for herein remains
unpaid:

          7.1 PAYMENT OF TAXES AND CLAIMS. The Borrower will pay before they
     become delinquent (a) all taxes, assessments and governmental charges or
     levies imposed upon it, the Property or any other of its property; and (b)
     all claims or demands of materialmen, laborers, supplies, mechanics,
     carriers, warehousemen, landlords, bailees and other like persons, any of
     the foregoing which, if unpaid, might result in the creation of a lien or
     encumbrance upon its property.

          7.2 MAINTENANCE OF PROPERTIES AND EXISTENCE. The Borrower shall (a)
     maintain its Property and all other assets in good condition and make all
     renewals, replacements, additions, betterments and improvements thereto
     which are deemed necessary by the Borrower; (b) maintain, with financially
     sound and reputable insurers, insurance with respect to the Property and
     all other assets and business against such casualties and contingencies, of
     such types (including but not limited to fire and casualty, public
     liability, products liability, larceny, embezzlement or other criminal
     misappropriation insurance) and in such amounts as is customary in the case
     of entities of established reputations engaged in the same or a similar
     business and similarly situated, with each such policy of insurance
     containing a clause or endorsement satisfactory to the Bank that names the
     Bank as additional insured and loss payee, as its interests may appear, and
     that provides that no act, default or breach of warranty or condition of
     the Borrower or any other person shall affect the right of the Bank to
     recover under such policy or policies of insurance or to pay any premium in
     whole or in part relating thereto, (c) keep true books of records and
     accounts in which full and correct entries will be made of all its business
     transactions, and reflect in its financial statements adequate accruals and
     appropriations to reserves; (d) do or cause to be done all things necessary
     (i) to preserve and keep in full force and effect its existence, rights and
     franchises, and (ii) to maintain its status as a


                                       9
<PAGE>   10

     limited liability company duly organized and existing and in good standing
     under the laws of the State of Ohio; and (e) not be in violation of any
     laws, ordinances, or governmental rules and regulations or fail to obtain
     any licenses, permits, franchises or other governmental authorizations
     necessary to the ownership of the Property, its other assets or to the
     conduct of its business, which violation or failure to obtain might
     materially and adversely affect the business, prospects, profits,
     properties or condition (financial or otherwise) of the Borrower.

          7.3 SALE OF ASSETS; MERGER; SUBSIDIARIES; TRADENAMES. The Borrower
     will not, except in the ordinary course of business, sell, lease, transfer
     or otherwise dispose of, any of its assets. The Borrower will not without
     the prior written consent of the Bank, consolidate with, merge into, or
     make investments in any other entity, or permit any other entity to
     consolidate with or merge into it. The Borrower shall not acquire all or
     substantially all of the assets or business of any other Borrower, person
     or entity. The Borrower has no subsidiaries and conducts business only in
     the name of the Borrower. The Borrower will not create or acquire any
     subsidiaries or conduct business under any other tradenames without the
     prior written consent of the Bank.

          7.4 NEGATIVE PLEDGE. The Borrower will not cause or permit or agree or
     consent to cause or permit in the future (upon the happening of a
     contingency or otherwise), any of the Property or any of its real or
     personal property, whether now owned or hereafter acquired, to become
     subject to a mortgage, deed of trust, lien or encumbrance, of any type
     except: liens for real estate taxes accrued but not yet due and payable.
     Zaring will not cause or permit or agree or consent to cause or permit in
     the future upon the happening of any contingency or otherwise, any of his
     personal assets, except for mortgages on his personal residence, whether
     now owned or hereafter acquired, to become subject to a mortgage, deed of
     trust, lien, encumbrance or negative pledge of any type.

          7.5 OTHER BORROWINGS AND CONTINGENT LIABILITIES. Except for the Loan,
     the Borrower will not, without the prior written consent of the Bank in its
     absolute discretion (a) create or incur any indebtedness for borrowed money
     or advances, including through the execution of capitalized lease
     agreements, or (b) guarantee, indorse or otherwise become surety for or
     upon the obligations of others, except by endorsement of negotiable
     instruments for deposit or collection in the ordinary course of business.
     Zaring, except for his personal guarantee to the Provident Bank, shall
     limit his additional personal financial obligations, direct or indirect, as
     maker, co-maker, guarantor or co-guarantor, or in any other capacity , at
     all times prior to the Indebtedness being paid in full and all Obligations
     having been performed in full so that it does not exceed a Debt to Net
     Worth ratio of 1.0 to 1.0. "Debt" and "Net Worth" shall, for purposes of
     this Agreement, have the same meanings as in the Guaranty of even date
     herewith.

          7.6 SALE OF ACCOUNTS; NO CONSIGNMENT. The Borrower shall not sell,
     assign, or encumber, except to the Bank, any of its Accounts or notes
     receivable. The Borrower shall not acquire or possess any of its Property
     or Inventory on consignment.

          7.7 OWNERSHIP AND MANAGEMENT. The Borrower shall not permit any change
     in its ownership or management.

          7.8 TANGIBLE NET WORTH. The Borrower shall maintain at all times a
     tangible net worth, as determined on the date hereof and quarterly
     thereafter of not less than Five Hundred Forty Three Thousand Dollars
     ($543,000.00).

          7.9 TRANSACTIONS WITH AFFILIATES. The Borrower shall not directly or
     indirectly enter into or permit to exist any transactions (including,
     without limitation, the purchase, sale, lease or exchange of any property
     or the rendering of any service) with any of its affiliates, relatives of
     members, members, or any affiliates of either of the foregoing, on terms
     that are less favorable to the Borrower than those which might be obtained
     at the time from persons or entities who are not affiliated with the
     Borrower or its shareholders, except for the transactions outlined in the
     lease documents and purchase agreement between the Borrower and Zaring
     Homes, Inc., Zaring Homes Kentucky LLC or Zaring Homes of Indiana L.L.C.
     "Affiliate" shall mean any individual, partnership, corporation, or other
     entity which, directly or indirectly, is in control of, is controlled by,
     or is under common control with Borrower. For the purposes of this
     definition, control of such entity shall mean the power, direct or
     indirect, to vote


                                       10
<PAGE>   11

     five percent or more of the securities, units or other measures having
     ordinary voting power for the election of directors, management committees,
     or similar committees of such entity, or the power to direct or cause the
     direction of the management and policies of such entity, whether by
     contract or otherwise.

          7.10 INTEREST COVERAGE RATIO. The Borrower shall maintain an Interest
     Coverage Ratio of not less than 1.1 to 1.0. "Interest Coverage Ratio" shall
     mean for any quarter, determined on a year to date basis, a ratio of EBIT
     for that period to "Cash Interest Expense". "EBIT" of the Borrower shall
     mean (i) the net income (or deficit) of the Borrower for such period,
     which, in accordance with GAAP (as defined in Section 10.6) would be
     included as net income on the statements of income of the Borrower plus
     (ii) the aggregate amounts deducted in determining such net income in
     respect of (a) all amounts paid (without duplication) as interest on all
     indebtedness and obligations of the Borrower for such period, all as
     determined in conformity with GAAP and (b) income taxes for such period,
     each determined in accordance with GAAP. "Cash Interest Expense" shall mean
     all amounts paid (without duplication) as interest on all obligations and
     indebtedness of the Borrower for the preceding, quarter, determined on a
     year to date basis, less (i) interest paid other than in cash and (ii)
     amortization of financing fees and debt discount directly related to this
     Agreement.

          7.11 COMPLIANCE CERTIFICATE. Borrower shall deliver to the Bank within
     15 days after the end of each quarter a Compliance Certificate (as
     hereinafter defined) stating that Zaring National Corp. and affiliates is
     in full compliance with the terms, covenants, and conditions of its Third
     Amended and Restated Credit Agreement dated as of April 13, 2000. For
     purposes of this Agreement "Compliance Certificate" shall mean an agreement
     in the form and content satisfactory to the Bank.

          7.12 LOANS AND ADVANCES. The Borrower will not make any loans or
     advances to any person, corporation or entity.

          7.13 ENVIRONMENTAL COMPLIANCE AND INDEMNIFICATION. The Borrower hereby
     agrees to indemnify the Bank and hold the Bank harmless from and against
     any and all loss, damage, cost, expense or liability (including strict
     liability) directly or indirectly arising from or attributable to the
     generation, storage, release, threatened release, discharge, disposal or
     presence (whether prior to or during the term of the Loans) of Hazardous
     Substances on, under or about the Property or any other asset of the
     Borrower (whether by the Borrower or any employees, agents, contractor or
     subcontractors of the Borrower or any predecessor in title or any third
     persons occupying or present on the Property or any other asset of the
     Borrower), or the breach of any of the representations and warranties
     regarding the Property or any other asset of the Borrower, including,
     without limitation: (a) those damages or expenses arising under the
     Environmental Laws; (b) the costs of any repair, cleanup or detoxification
     of the Property or any other asset of the Borrower, including the soil and
     ground water thereof, and the preparation and implementation of any
     closure, remedial or other required plans; (c) damage to any natural
     resources; and (d) all reasonable costs and expenses incurred by the Bank
     in connection with clauses (a), (b) and (c) including, but not limited to
     reasonable attorneys', experts and consultant's fees.

          7.14 MAINTENANCE OF ACCOUNTS. The Borrower shall maintain its sole and
     exclusive banking relationship with the Bank, including, without
     limitation, all of its operating, daily deposit and cash management
     accounts at the Bank. All profits and excess cash shall be invested with
     the Bank.

          7.15 NO DEBT. Borrower shall not, at any time during the term of this
     Loan Agreement without the prior written consent of the Bank in its
     absolute discretion, create or incur any indebtedness for borrowed money,
     lease obligations or advances.

          7.16 OTHER COVENANTS. The Borrower will perform, observe and comply
     with such other covenants as the Bank may from time to time reasonably
     require of the Borrower to assure the repayment in full of all of the
     Obligations and the complete and timely performance by the Borrower of all
     the covenants of the Borrower hereunder.



                                       11
<PAGE>   12




     8. FINANCIAL INFORMATION AND REPORTING FOR BORROWER.

          8.1 BORROWER. The Borrower shall deliver the following to the Bank:
     (a) monthly reports as to model inventory covered under this Agreement; (b)
     within 30 days after the end of each fiscal quarter, financial statements
     in form and content satisfactory to Bank, including a balance sheet and
     statements of income and expenses comparing the information for the current
     period with the information for the same period of the preceding year,
     certified by the sole member or sole manager of the Borrower as fairly
     representing the Borrower's financial condition as of the end of such
     period; (c) within 90 days of the end of each fiscal year, reviewed
     financial statements in form and content satisfactory to Bank prepared in
     accordance with GAAP (as defined in Section 10.6) consistently applied and
     certified by independent public accountants satisfactory to the Bank,
     containing a balance sheet, statements of income and surplus, statements of
     cash flows and reconciliation of capital accounts, along with any
     management letters written by such accountants; (d) immediately upon
     becoming aware of the existence of any set of facts or circumstances which,
     by themselves, upon the giving of notice, the lapse of time, or any one or
     more of the foregoing, would constitute a breach of any of the terms or
     conditions of this Agreement or an Event of Default under this Agreement, a
     written notice specifying the nature and period of existence thereof and
     what action the Borrower is taking or proposes to take with respect
     thereto; and (e) at the request of the Bank, such other information as the
     Bank may from time to time reasonably require.

          8.2 ZARING NATIONAL CORPORATION. Zaring National Corporation, an Ohio
     corporation, shall deliver to the Bank within forty-five (45) days after
     the end of each fiscal quarter, financial statements in form and content
     satisfactory to Bank, including a balance sheet and statements of income
     and expenses comparing the information for the current period with the
     information for the same period of the preceding year or a form 10Q
     quarterly report, except for the fiscal year end in which case Zaring
     National Corporation shall provide annual audited financial statements. All
     financial statements shall be certified by the President of Zaring National
     Corporation as fairly representing Zaring National Corporation's financial
     condition as of the end of such period, and prepared in accordance with
     generally accepted accounting principles or otherwise in form acceptable to
     Bank.

          8.3 ZARING. Zaring shall deliver to the Bank within ninety (90) days
     of the end of each fiscal year, his current personal financial statement in
     form and content satisfactory to Bank, includng a balance sheet and
     statements of income and expenses and such other financial information as
     Bank may require, within ninety (90) days after the end of each calendar
     year of Zaring and annual tax returns, within thirty (30) days after the
     last date that the same can be filed without imposition of a penalty for
     late filing. All financial statements shall be prepared in accordance with
     generally accepted accounting principles or otherwise in form acceptable to
     Hungington.

     9. DEFAULT.

          9.1 EVENTS OF DEFAULT. An "Event of Default" shall exist if any of the
     following occurs and is continuing: (a) the Borrower fails to make any
     payment of principal or interest on the Note executed in connection with
     this Agreement on or before the date such payment is due or within ten (10)
     days of when it is due; (b) the Borrower fails to perform or observe any
     covenant contained in Sections 3, 4, 5, 6, 7 or 8 of this Agreement and
     such failure remains uncured for a period of thirty (30) days from the date
     of such failure to perform; (c) the Borrower fails to comply with any other
     provision of this Agreement, and such failure continues for more than ten
     (10) days after such failure shall first become known to the sole Manager
     or the sole Member of the Borrower; (d) any warranty, representation or
     other statement by or on behalf of the Borrower contained in this Agreement
     or in any instrument furnished in compliance with or in reference to this
     Agreement is false or misleading in any material respect, or the Borrower
     or any of the Guarantors fails to perform or observe any covenant contained
     in the Note, Loan Documents or other agreement in favor of the Bank; (e)
     the Borrower becomes insolvent or makes an assignment for the benefit of
     creditors, or consents to the appointment of a trustee, receiver or
     liquidator; (f) bankruptcy, reorganization, arrangement, insolvency or
     liquidation proceedings are instituted by or against the Borrower; (g) a
     final judgment or judgments for the payment of money aggregating in excess
     of $100,000.00 is or are outstanding against the Borrower and any such
     judgment or judgments have not been discharged in full or


                                       12
<PAGE>   13

     stayed; (h) the occurrence of any event which allows the acceleration of
     the maturity of any indebtedness of the Borrower to the Bank, any of the
     Bank's affiliates, or any other person, corporation or entity under any
     indenture, agreement or undertaking; (i) the default by, dissolution of, or
     death of any of the Guarantors, any insurer or other surety for the
     Borrower with respect to any obligation or liability to the Bank; (j) the
     occurrence of any event which allows the acceleration of the maturity of
     any personal indebtedness of Zaring in excess of $50,000.00; (k) the
     aggregate value of the Property furnished as security declines in value,
     and the Borrower does not immediately, upon demand, furnish additional
     security satisfactory to the Bank.

          9.2 ADDITIONAL EVENT OF DEFAULT. In the event the Borrower fails to
     provide the Bank with evidence satisfactory to the Bank in its sole and
     absolute discretion that a mortgage or deed of trust on any particular
     Model Home(s) is not a first and best lien, subject only to (i) covenants,
     conditions and restrictions and easements that do not impair the intended
     use of the Model Home(s) in question, and (ii) real estate taxes and
     assessments, if any, that are accrued, but not yet due and payable, then
     the Borrower may (a) repay the principal of the Note lent against the Model
     Home(s) in question, with accrued interest, or (b) propose to substitute
     other property in lieu of the Model Home(s) in question, said other
     property being property that is acceptable to the Bank in its sole and
     absolute discretion, or (c) have the existence of said defect(s) constitute
     an Event of Default if not cured to the sole and absolute discretion of the
     Bank within thirty (30) days of the sending of notice of the defect.

          9.3 DEFAULT REMEDIES. If an Event of Default exists, the Bank may
     immediately exercise any right, power or remedy permitted to the Bank by
     law, equity or any provision of this Agreement, and shall have, in
     particular, without limiting the generality of the foregoing, the right to
     declare the entire principal and all interest accrued on the Note then
     outstanding pursuant to this Agreement to be forthwith due and payable,
     without any presentment, demand, protest or other notice of any kind, all
     of which are hereby expressly waived by the Borrower.

     10. MISCELLANEOUS.

          10.1 NOTICES. (a) All communications under this Agreement, the Note,
     the Loan Documents or any other document executed in conjunction herewith
     shall be in writing and shall be mailed by certified, return receipt
     requested mail, postage prepaid, (1) if to the Bank, at the following
     address, or at such other address as may have been furnished in writing to
     the Borrower by the Bank:

                           The Huntington National Bank
                           105 E. Fourth Street, Suite 200A
                           Cincinnati, Ohio  45202-5800
                           Attn:  Martha Riedmatter

     (2) if to the Borrower, at the following address, or at such other address
     as may have been furnished in writing to the Bank by the Borrower:

                           First Cincinnati Leasing 2000 LLC
                           C/O 11300 Cornell Park Drive
                           Cincinnati, Ohio 45242
                           Attn:  Allen G. Zaring, III

     (b) any notice so addressed and mailed by certified mail shall be deemed to
     be given when so mailed.

          10.2 ACCESS TO ACCOUNTANTS. The Borrower hereby irrevocably authorizes
     its certified public accountants to provide to the Bank any and all
     information that the Bank requests from time to time with regard to the
     Borrower, and to discuss with the Bank from time to time any and all
     matters relating to the Borrower. In furtherance of the foregoing, the
     Borrower hereby waives any privilege or claim of confidentiality to the
     extent such might otherwise prevent the Borrower's accountants from
     providing such information to the Bank or discussing such matters with the
     Bank.


                                       13
<PAGE>   14

          10.3 REPRODUCTION OF DOCUMENTS. This Agreement, the Loan Documents and
     all documents relating hereto, including, without limitation, (a) consents,
     waivers and modifications which may hereafter be executed, (b) documents
     received by the Bank at the closing or otherwise, and (c) financial
     statements, certificates and other information previously or hereafter
     furnished to the Bank, may be reproduced by the Bank by any photographic,
     photostatic, microfilm, micro-card, miniature photographic or other similar
     process and the Bank may destroy any original document so reproduced. The
     Borrower agrees and stipulates that any such reproduction shall be
     admissible in evidence as the original itself in any judicial or
     administrative proceeding (whether or not the original is in existence and
     whether or not such reproduction was made by the Bank in the regular course
     of business) and that any enlargement, facsimile or further reproduction of
     such reproduction shall likewise be admissible in evidence.

          10.4 SURVIVAL, SUCCESSORS AND ASSIGNS. All warranties,
     representations, and covenants made by the Borrower herein or on any
     certificate or other instrument delivered by it or on its behalf under this
     Agreement shall be considered to have been relied upon by the Bank and
     shall survive the closing of the Loan and disbursement of funds regardless
     of any investigation made by the Bank on its behalf. All statements in any
     such certificate or other instrument shall constitute warranties and
     representations by the Borrower. This Agreement shall inure to the benefit
     of and be binding upon the heirs, successors and assigns of each of the
     parties.

          10.5 AMENDMENT AND WAIVER, DUPLICATE ORIGINALS. This Agreement may be
     amended, and the observance of any term of this Agreement may be waived,
     with (and only with) the written consent of the Borrower and the Bank;
     PROVIDED HOWEVER THAT nothing herein shall change the Bank's sole
     discretion (as set forth elsewhere in this Agreement) to make draws,
     advances, determinations, decisions or to take or refrain from taking other
     actions. No delay or failure or other course of conduct by the Bank in the
     exercise of any power or right shall operate as a waiver thereof; nor shall
     any single or partial exercise of the same preclude any other or further
     exercise thereof, or the exercise of any other power or right. Two or more
     duplicate originals of this Agreement may be signed by the parties, each of
     which shall be an original but all of which together shall constitute one
     and the same instrument.

          10.6 UNIFORM COMMERCIAL CODE AND GENERALLY ACCEPTED ACCOUNTING
     PRINCIPLES. Unless the context otherwise requires, all terms used herein
     which are defined in the Uniform Commercial Code as enacted in the State of
     Ohio shall have the meaning stated therein. All accounting terms not
     defined herein shall be determined in accordance with generally accepted
     accounting principles, consistently applied, as set forth in the opinions
     and pronouncements of the Accounting Principles Board of the American
     Institute of Certified Public Accountants and in statements and
     pronouncements of the Financial Accounting Standards Board ("GAAP"). The
     Borrower's fiscal year begins on January 1, and ends on December 31, and
     the Borrower will not change its fiscal year without the prior written
     consent of the Bank.

          10.7 ENFORCEABILITY AND GOVERNING LAW. Any provision of this Agreement
     which is prohibited or unenforceable in any jurisdiction, as to such
     jurisdiction, shall be ineffective to the extent of such prohibition or
     unenforceability without invalidating the remaining provisions hereof, and
     any such prohibition or unenforceability in any jurisdiction shall not
     invalidate or render unenforceable such provision in any other
     jurisdiction. No delay or omission on the part of the Bank in exercising
     any right shall operate as a waiver of such right or any other right. All
     of the Bank's rights and remedies, whether evidenced hereby or by any other
     agreement or instrument, shall be cumulative and may be exercised
     singularly or concurrently. This Agreement shall be governed by and
     construed in accordance with the laws of the State of Ohio. The Borrower
     agrees that any legal suit, action or proceeding arising out of or relating
     to this Agreement may be instituted in a state or federal court of
     appropriate subject matter jurisdiction in the State of Ohio; waives any
     objection which it may have now or hereafter to the venue of any suit,
     action or proceeding; and irrevocably submits to the jurisdiction of any
     such court in any such suit, action or proceeding.



                                       14
<PAGE>   15




     IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be duly
executed by their respective duly authorized officers as of the day and year
first above written.

Signed and acknowledged                     FIRST CINCINNATI LEASING 2000 LLC,
in the presence of:                         an Ohio limited liability company


/s/ Darlene M. Hartmann                     By: /s/ Allen G. Zaring, III
---------------------------------               -----------------------------
Printed Name: DARLENE M. HARTMANN                   Allen G. Zaring, III
/s/ Terri L. Bowman                         Its:    Sole Member and Manager
---------------------------------
Printed Name: TERRI L. BOWMAN


                                            THE HUNTINGTON NATIONAL BANK


/s/ Darlene M. Hartmann                     By: /s/ Marth Riedmatter
---------------------------------               -----------------------------
Printed Name: DARLENE M. HARTMANN                   Martha Riedmatter
/s/ Terri L. Bowman                         Its:    Vice President
---------------------------------
Printed Name: TERRI L. BOWMAN




STATE OF OHIO
HAMILTON COUNTY     SS:

     On this 1st day of September, 2000, before me, a Notary Public in and for
said County and State, personally appeared Allen G. Zaring, III, sole Member and
sole Manager of First Cincinnati Leasing 2000 LLC, a limited liability company,
in his capacity as the duly authorized Member and Manager of First Cincinnati
Leasing 2000 LLC, the company which executed the foregoing instrument, and
acknowledged that he did so sign the foregoing instrument as such Member and
Manager and that such signing is his free act and deed as such Member and
Manager, and the free act and deed of said company for the uses and purposes
therein mentioned.

     In Witness Whereof, I have hereunto set my hand and official seal.

{Seal}                                    /s/ Darlene M. Hartmann
                                              ------------------------------
                                              Notary Public
                                              My Commission Expires:


                                                     DARLENE M. HARTMANN
                                                 NOTARY PUBLIC, STATE OF OHIO
                                              MY COMMISSION EXPIRES JAN. 19 2003


                                       15
<PAGE>   16




STATE OF OHIO
HAMILTON COUNTY     SS:

     On this day 1 day September, 2000, before me, a Notary Public in and for
said County and State, personally appeared Martha Riedmatter, Vice President of
The Huntington National Bank, a national banking association which executed the
foregoing instrument, signed the same, and acknowledged to me that she did so
sign said instrument in the name and upon behalf of said association as such
officer, and by authority of a resolution of its Board of Directors; and that
such signing is her free act and deed as such officer, and the free act and deed
of said association.

     IN WITNESS WHEREOF, I have hereunto set my name and official seal.

                                              /s/ Glenda R. Parrott
              GLENDA R. PARROTT                   ----------------------------
{Seal}   NOTARY PUBLIC, STATE OF OHIO             Notary Public
        MY COMMISSION EXPIRES 08-01-05            My Commission Expires:


This Instrument Prepared By:
Michael G. Reed, Esq.
PORTER, WRIGHT, MORRIS & ARTHUR
250 East Fifth Street, Suite 2200
Cincinnati, OH  45202
(513) 381-4700



                                       16
<PAGE>   17




                                    EXHIBIT A

                                 PERMITTED LIENS

                                      NONE






                                       17
<PAGE>   18




                                    EXHIBIT B

                  PLACE OF BUSINESS AND LOCATION OF COLLATERAL

                                      NONE





                                       18
<PAGE>   19



                                    EXHIBIT C

                              CERTIFIED MEMBER LIST

Sole Member - Allen G. Zaring, III




                                       19