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                                                                  EXHIBIT 10(a)


                             MODIFICATION AGREEMENT


        THIS MODIFICATION AGREEMENT (the "Agreement") is made and entered into
as of the 7th day of August , 1997, by and between Stearns and Lehman, Inc.
("Borrower"); and the FIRST KNOX NATIONAL BANK of Mount Vernon ("Bank").

        WHEREAS, Borrower executed a certain promissory note (the "Note") dated
December 2, 1996, in the original principal amount of $ 750,000.00 payable to
the order of Bank on or before July 2, 2007, a true and correct copy of the Note
being attached hereto as "Exhibit A" and incorporated herein by reference, which
Note is presently unpaid and represents as outstanding principal balance of $
750,000.00 ; and

        WHEREAS, the parties desire to modify certain provisions with respect to
the principal repayment, signors and reporting requirements provided for in the
Note, but otherwise preserving all other terms and conditions of the Note and
any other instrument or document executed in connection with the Note.

        NOW THEREFORE, in consideration of and subject to the covenants and
terms contained herein and for other good and valuable consideration, the
parties hereto agree as follows:

        1. Payment of principal: The unpaid principal balance of the Note shall
be paid in consecutive equal monthly installments of principal and interest in
the amount of $ 9,652.28 on the 31st day of each month beginning October 31,
1997, and monthly thereafter, with the remaining balance, together with all
unpaid accrued interest thereon, due on or before September 30, 2007.
This extends the Line of Credit draw period to September 30, 1997.

        2. Interest Rate: Payment of Interest: The unpaid principal of the Note
shall now bear interest at a per annum rate of interest equal to prime plus 0.75
percent, and shall be calculated on the above basis beginning August 6, 1997 ,
and shall continue to be paid monthly and at maturity on the dates provided in
Section 1 above. Said rate will adjust annually beginning October 31. 1998 with
the payment adjusted to fully amortize the loan by September 30, 2007.

        3. Modification Fee: In consideration of this modification, Borrower
shall pay to Bank at the time this Agreement is executed an amount equal to
_________.

        4. Ratification of Note: Loan Agreement and Mortgage Provisions: This
Agreement constitutes only a modification of the indebtedness represented by the
Note and Borrower hereby acknowledges, ratifies, and confirms all of the
provisions of the Note except as herein expressly modified of any credit or loan
agreement executed in connection with the Note, and of any mortgage deed or
security agreement executed in connection with this Note or applicable to the
Note, including provisions for the acceleration of the maturity of the debt upon
any event of default and for the enforcement by Bank of all remedies it may have
according to law. In addition, Borrower, acknowledges, ratifies and confirms any
and all other security interests previously granted to Bank in any other
collateral for this indebtedness as continuing in full force and effect.

                           Exhibit #10(a), Page 1 of 3

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        5. Continuation of Mortgage Liens and Security Interest: Except for the
modifications above stated, this Agreement does not constitute the creation of a
new debt or the extinguishment of the debt evidenced by the Note, nor does it in
any manner affect or impair any mortgage deed or security agreement executed in
connection with the Note or applicable to the Note, which Borrower hereby
acknowledges to be a valid and existing lien on the property described in any
mortgage a deed or security agreement, and such mortgage liens or security
interests are hereby agreed to be continued in full force and effect from the
date hereof until debt herein is fully satisfied.

        6. No Course of Dealing; Waiver: Borrower expressly acknowledges and
agrees that the execution of this Agreement shall not constitute a waiver of,
and shall not preclude the exercise of, any right, power or remedy granted to
Bank in any document evidencing the indebtedness of Borrower to Bank, or as
provided by law, except to the extension expressly provided herein. No previous
modification, extension or compromise entered into with respect to any
indebtedness of Borrower to Bank shall constitute a course of dealing or be
inferred or construed as constituting an express or implied understanding to
enter into any future modification, extension or compromise. No delay on the
part of Bank in exercising any right, power or remedy shall operate as a waiver
thereof or otherwise prejudice Bank's rights, powers or remedies.

        7. Promise to Pay: Borrower hereby covenants and promises to pay the
order of Bank, the unpaid principal balance of the Note together with interest
as provided therein, and hereby promises (as modified by this Agreement) to
perform all of the covenants, conditions, stipulations and agreements as
contained in the Note, and in any other document or instrument executed in
connection with the Note or referencing the Note, and as provided herein.

        8. Obligations Joint and Several: The obligations hereunder of each of
the undersigned, if there be more than one, whether as Borrower or co-maker
shall be joint and several, and any reference herein to Borrower or to the
undersigned shall be deemed to be applicable to each such person separately as
well as to all.

        9. Governing Law: This Agreement shall be interpreted and construed in
accordance with and governed by the laws of the State of Ohio. Further, the
parties hereto intend that this Agreement shall be in compliance with all
applicable laws and shall be enforceable in accordance with its terms. If any
provisions of this Agreement shall be illegal or unenforceable with respect to
the Note or with respect to any such mortgage deed or security agreement, such
provision shall be deemed canceled to the same extent as though it never had
appeared herein, but the remaining provisions shall not be affected thereby.

        10. Acknowledgment by Guarantor: This Agreement shall only be effective
upon the acknowledgment and acceptance by any guarantor, guaranteeing the
performance of Borrower's obligations under the Note pursuant to any contract of
guaranty, that the terms of any such contract of guaranty shall continue in full
force and effect with respect to the liability evidence by the Note.
Irrespective of any modification made by this agreement, which acknowledgment
and acceptance shall be evidence by the execution of this Agreement by the
guarantor at the space indicated below.

                           Exhibit #10(a), Page 2 of 3

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        11. Further Assurances: Borrower further agrees to execute and deliver
any and all other documents and take any and all other steps or actions
reasonable deemed necessary by Bank to effectuate this Agreement.

        12. Successors and Assigns: This Agreement shall be binding upon the
parties hereto and their respective successors and assigns, and shall inure to
the benefit of Bank and its respective successors and assigns.

        13. Titles and Headings: The titles and headings herein are intended to
promote convenience and are not a part of this Agreement for purposes of
interpreting and applying the provisions hereof.


        IN WITNESS WHEREOF, The parties hereto have caused this Agreement to be
executed in manner and form sufficient to bind them at Mount Vernon, Knox
County, Ohio, as of the date first above written.


       FIRST KNOX NATIONAL BANK                    STEARNS AND LEHMAN, INC.

   By:  /s/ Jim Brinker                        By:  /s/ William Stearns
       ------------------------                    ---------------------------
       Jim Brinker, V.P.                           William Stearns, Pres.

                                               By:  /s/ John Chuprinko
                                                   ---------------------------
                                                   John Chuprinko, C.F.O.

                           Exhibit #10(a), Page 3 of 3