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           STANDARD FORM OF AGREEMENT BETWEEN OWNER AND DESIGN/BUILDER
                         AIA Document A191, 1985 Edition
           Copyright (C) 1985 by The American Institute of Architects

                PART 2 AGREEMENT - FINAL DESIGN AND CONSTRUCTION

AGREEMENT

made as of the 20th day of December in the year of Nineteen Hundred and Ninety
Six (1996)

BETWEEN the Owner:                  Stearns & Lehman, Inc.
                                    52 Surrey Road
                                    Mansfield, Ohio

and the Design/Builder:             Weithman Bros., Inc.
                                    409 Kroft Street
                                    Galion, Ohio

For the following Project:          New facility for Stearns & Lehman, Inc.
                                    Paragon Parkway
                                    Mansfield, Ohio

The architectural services described in Article 2 will be provided by the
following person or entity who is lawfully licensed to practice architecture:

                                    Weithman Bros., Inc. & Robert A. Kerst

The Owner and the Design/Builder agree as set forth below.

Terms and Conditions-Part 2 Agreement

                                    ARTICLE 1
                                    ---------
                               GENERAL PROVISIONS

1.1  BASIC DEFINITIONS

1.1.1  The Contract Documents consist of the Design/Builder's Proposal 
identified in Article 14, this Part 2, the Construction Documents approved by 
the Owner in accordance with subparagraph 2.2.2 below and Modifications issued 
after execution of Part 2. A Modification is a Change Order or a written 
amendment to Part 2 signed by both parties. These form the Contract, and are 
as fully a part of the Contract as if attached to this Part 2 or repeated 
herein.

1.1.2  The Project is the total design and construction for which the
Design/Builder is responsible under Part 2 including all professional design
services and all labor, materials and equipment used or incorporated in such
design and construction.

                          Exhibit #10(a), Page 1 of 19


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1.1.3  The Work comprises the completed construction designed under the Project
and includes labor necessary to produce such construction, and materials and
equipment incorporated or to be incorporated in such construction.

1.2    EXECUTION, CORRELATION AND INTENT

1.2.1  This Part 2 shall be signed in not less than duplicate by the Owner and
Design/Builder.

1.2.2  It is the intent of the Owner and Design/Builder that the Contract
Documents include all items necessary for proper execution and completion of
the Work. The Contract Documents are complementary, and what is required by
anyone shall be as binding as if required by all. Work not covered in the
Contract Documents will not be required unless it is consistent with and is
reasonably inferable from the Contract Documents as being necessary to produce
the intended results. Words and abbreviations which have well-known technical
or trade meanings are used in the Contract Documents in accordance with such
recognized meanings.

1.3    OWNERSHIP AND USE OF DOCUMENTS

1.3.1  The drawings, specifications and other documents furnished by the
Design/Builder are instruments of service and shall not become the property of
the Owner whether or not the Project for which they are made is commenced.
Drawings, specifications and other documents furnished by the Design/Builder
shall not be used by the Owner on other projects, unless the Design/Builder is
in default under Part 2, for completion of this Project by others, except by
written agreement relating to use, liability and compensation. Notwithstanding
the foregoing, Owner shall have complete access to the drawings,
specifications and other documents with regard to the maintenance and upkeep
of the building.

1.3.2  Submission or distribution of documents to meet official regulatory
requirements or for other purposes in connection with the Project is not to be
construed as publication in derogation of the Design/Builder's or the
Architect's common law copyrights or other reserved rights. The Owner shall
own neither the documents nor the copyrights.

                                    ARTICLE 2
                                    ---------
                                 DESIGN/BUILDER

2.1    SERVICES AND RESPONSIBILITIES

2.1.1  Design services shall be performed by qualified architects, engineers
and other professionals selected and paid by the Design/Builder. The
professional obligations of such persons shall be undertaken and performed in
the interest of the Design/Builder. Construction services shall be performed
by qualified construction contractors and suppliers, selected and paid by the
Design/Builder and acting in the interest of the Design/Builder. Nothing
contained in Part 2 shall create any professional obligation or contractual
relationship between such persons and the Owner.

                         Exhibit #10(a), Page 2 of 19


<PAGE>   3


2.2    BASIC SERVICES

2.2.1  The Design/Builder's Basic Services are described below and in Article
       14.

2.2.2  Based on the Design/Builder's Proposal, the Design/Builder shall submit
Construction Documents for review and approval by the Owner. Construction
Documents shall include technical drawings, schedules, diagrams and
specifications, setting forth in detail the requirements for construction of
the Work, and shall:

2.2.2.1           develop the intent of the Design/Builder's Proposal in 
                  greater detail; 

2.2.2.2           provide information customarily necessary for the use
                  of those in the building trades; and

2.2.2.3           include documents customarily required for regulatory agency
                  approvals.

2.2.3  The Design/Builder shall assist the Owner in filing documents required
to obtain necessary approvals of governmental authorities having jurisdiction
over the Project.

2.2.4  Unless otherwise provided in the Contract Documents, the Design/Builder
shall provide or cause to be provided and shall pay for design services,
labor, materials, equipment, tools, construction equipment and machinery,
water, heat, utilities, transportation and other facilities and services
necessary for proper execution and completion of the Work, whether temporary
or permanent and whether or not incorporated or to be incorporated in the
Work.

2.2.5  The Design/Builder shall be responsible for and shall coordinate all
construction means, methods, techniques, sequences and procedures.

2.2.6 The Design/Builder shall keep the Owner informed of the progress and
quality of the Work.

2.2.7  If requested in writing by the Owner, the Design/Builder, with
reasonable promptness and in accordance with time limits agreed upon, shall
interpret the requirements of the Contract Documents and initially shall
decide, subject to demand for arbitration, claims, disputes and other matters
in question relating to performance thereunder by both Owner and
Design/Builder. Such interpretations and decisions shall be in writing, shall
not be presumed to be correct and shall be given such weight as the
arbitrator(s) or the court shall determine.

2.2.8  The Design/Builder shall correct Work which does not conform to the
Construction Documents.

2.2.9  The Design/Builder warrants to the Owner that materials and equipment
incorporated in the Work will be new unless otherwise specified, and that the
Work and Design will be of good quality, free from faults and defects, and in
conformance with the Contract Documents. Work not conforming to these
requirements shall be corrected in accordance with Article 9.

2.2.10  The Design/Builder shall pay all sales, consumer, use and similar taxes
which were in

                         Exhibit #10(a), Page 3 of 19


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effect at the time the Design/Builder's Proposal was first submitted to the
Owner, and shall secure and pay for building and other permits and governmental
fees, licenses and inspections necessary for the proper execution and completion
of the Work which are either customarily secured after execution of Part 2 or
are legally required at the time the Design/Builder's Proposal was first
submitted to the Owner.

2.2.11  The Design/Builder shall give notices and comply with laws, ordinances,
rules, regulations and lawful orders of public authorities relating to the
Project.

2.2.12  The Design/Builder shall pay royalties and license fees. The
Design/Builder shall defend suits or claims for infringement of patent rights
and shall save the Owner harmless from loss on account thereof, except that
the Owner shall be responsible for such loss when a particular design, process
or product of a particular manufacturer is required by the Owner. However, if
the Design/Builder has reason to believe the use of a required design, process
or product is an infringement of a patent, the Design/Builder shall be
responsible for such loss unless such information is promptly given to the
Owner.

2.2.13  The Design/Builder shall be responsible to the Owner for acts and
omissions of the Design/Builder's employees and parties in privity of contract
with the Design/Builder to perform a portion of the Work, including their
agents and employees.

2.2.14  The Design/Builder shall keep the premises free from accumulation of
waste materials or rubbish caused by the Design/Builder's operations. At the
completion of the Work, the Design/Builder shall remove from and about the
Project the Design/Builder's tools, construction equipment, machinery, surplus
materials, waste materials and rubbish.

2.2.15  The Design/Builder shall prepare Change Orders for the Owner's approval
and execution in accordance with Part 2 and shall have authority to make minor
changes in the design and construction consistent with the intent of Part 2
not involving an adjustment in the contract sum or an extension of the
contract time. The Design/Builder shall promptly inform the Owner, in writing,
of minor changes in the design and construction.

2.2.16  The Design/Builder shall notify the Owner when the Work or an agreed
upon portion thereof is substantially completed by issuing a Certificate of
Substantial Completion which shall establish the Date of Substantial
Completion, shall state the responsibility of each party for security,
maintenance, heat, utilities, damage to the Work and insurance, shall include
a list of items to be completed or corrected and shall fix the time within
which the Design/Builder shall complete items listed therein. Disputes between
the Owner and Design/Builder regarding the Certificate of Substantial
Completion shall be resolved by arbitration.

2.2.17  The Design/Builder shall maintain in good order at the site one record
copy of the drawings, specifications, product data, samples, shop drawings,
Change Orders and other Modifications, marked currently to record changes made
during construction. These shall be delivered to the Owner upon completion of
the design and construction and prior to final payment.

                         Exhibit #10(a), Page 4 of 19


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                                    ARTICLE 3
                                    ---------
                                      OWNER

3.1   The Owner shall designate a representative authorized to act on the
Owner's behalf with respect to the Project. The Owner or such authorized
representative shall examine documents submitted by the Design/Builder and
shall promptly render decisions pertaining thereto to avoid delay in the
orderly progress of the Work.

3.2   The Owner may appoint an on-site project representative to observe the
Work and to have such other responsibilities as the Owner and Design/Builder
agree in writing prior to execution of Part 2.

3.3   The Owner shall cooperate with the Design/Builder in securing building and
other permits, licenses and inspections, and shall pay the fees for such
permits, licenses and inspections if the cost of such fees is not identified
as being included in the Design/Builder's Proposal.

3.4   The Owner shall furnish services by land surveyors, geotechnical engineers
and other consultants for subsoil, air and water conditions, in addition to
those provided under Part 1 when such services are deemed necessary by the
Design/Builder to carry out properly the design services under this Part 2.

3.5   (Paragraph deleted).

3.6   The services, information, surveys and reports required by Paragraphs 3.4
shall be furnished at the Owner's expense, and the Design/Builder shall be
entitled to rely upon their accuracy and completeness.

3.7   If the Owner observes or otherwise becomes aware of a fault or defect in
the Work or nonconformity with the Design or Construction Documents, the Owner
shall give prompt written notice thereof to the Design/Builder.

3.8   The Owner shall furnish required information and services and shall
promptly render decisions pertaining thereto to avoid delay in the orderly
progress of the design and construction.

3.9   The Owner shall, at the request of the Design/Builder and upon execution
of Part 2, provide a certified or notarized statement of funds available for
the Project and their source.

3.10   The Owner shall communicate with contractors only through the
Design/Builder.

                                    ARTICLE 4
                                    ---------
                                      TIME

4.1   The Design/Builder shall provide services as expeditiously as is
consistent with reasonable skill and care and the orderly progress of design
and construction.

                         Exhibit #10(a), Page 5 of 19


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4.2   Time limits stated in the Contract Documents are of the essence of Part 2.
The Work to be performed under Part 2 shall commence upon execution of a
notice to proceed unless otherwise agreed and, subject to authorized
Modifications, Substantial Completion shall be achieved as indicated in
Article 14.

4.3   The Date of Substantial Completion of the Work or an agreed upon portion
thereof is the date when construction or an agreed upon portion thereof is
sufficiently complete so the Owner can occupy and utilize the Work or agreed
upon portion thereof for its intended use.

4.4   The schedule provided in the Design/Builder's Proposal shall include a
construction schedule consistent with Paragraph 4.2 above.

4.5   If the Design/Builder is delayed in the progress of the Project by acts or
neglect of the Owner, Owner's employees, separate contractors employed by the
Owner, changes ordered in the Work not caused by the fault of the
Design/Builder, labor disputes, fire, unusual delay in transportation, adverse
weather conditions not reasonably anticipatable, unavoidable casualties, or
other causes beyond the Design/Builder's control, or by delay authorized by
the Owner's pending arbitration or another cause which the Owner and
Design/Builder agree is justifiable, the contract time shall be reasonably
extended by Change Order.

                                    ARTICLE 5
                                    ---------
                                    PAYMENTS

5.1     PROGRESS PAYMENTS

5.1.1   The Design/Builder shall deliver to the Owner itemized Applications for
Payment.

5.1.2   Within ten days of the Owner's receipt of a properly submitted and
correct Application for Payment, the Owner shall make payment to the
Design/Builder.

5.1.3   The Application for Payment shall constitute a representation by the
Design/Builder to the Owner that, to the best of the Design/Builder's
knowledge, information and belief, the design and construction have progressed
to the point indicated; the quality of the Work covered by the application is
in accordance with the Contract Documents; and the Design/Builder is entitled
to payment in the amount requested.

5.1.4   The Design/Builder shall pay each contractor, upon receipt of payment
from the Owner, out of the amount paid to the Design/Builder on account of
such contractor's work, the amount to which said contractor is entitled in
accordance with the terms of the Design/Builder's contract with such
contractor. The Design/Builder shall, by appropriate agreement with each
contractor, require each contractor to make payments to subcontractors in
similar manner.

5.1.5   The Owner shall have no obligation to pay or to be responsible in any
way for payment to a contractor of the Design/Builder except as may otherwise
be required by law.

                         Exhibit #10(a), Page 6 of 19


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5.1.6   No progress payment or partial or entire use or occupancy of the Project
by the Owner shall constitute an acceptance of Work not in accordance with the
Contract Documents.

5.1.7   The Design/Builder warrants that: (1) title to Work, materials and
equipment covered by an Application for Payment will pass to the Owner either
by incorporation in construction or upon receipt of payment by the
Design/Builder, whichever occurs first; (2) Work, materials and equipment
covered by previous Applications for Payment are free and clear of liens,
claims, security interests or encumbrances, hereinafter referred to as
"liens"; and (3) no Work, materials or equipment covered by an Application for
Payment will have been acquired by the Design/Builder, or any other person
performing work at the site or furnishing materials or equipment for the
Project, subject to an agreement under which an interest therein or an
encumbrance thereon is retained by the seller or otherwise imposed by the
Design/Builder or such other person.

5.1.8   If the Contract provides for retainage, then at the date of Substantial
Completion or occupancy of the Work or any agreed upon portion thereof by the
Owner, whichever occurs first, the Design/Builder may apply for and the Owner,
if the Design/Builder has satisfied the requirements of Paragraph 5.2.1 and
any other requirements of the Contract relating to retainage, shall pay the
Design/Builder the amount retained, if any, for the Work or for the portion
completed or occupied, less the reasonable value of incorrect or incomplete
Work. Final payment of such withheld sum shall be made upon correction or
completion of such Work.

5.2     FINAL PAYMENT

5.2.1   Neither progress payments, final payment nor amounts retained, if any,
shall become due until the Design/Builder submits to the Owner (1) an
affidavit that payrolls, bills for materials and equipment, and other
indebtedness connected with the Project for which the Owner or Owner's
property might be liable have been paid or otherwise satisfied, (2) consent of
surety, if any, to final payment, (3) a certificate that insurance required by
the Contract Documents is in force following completion of the Work, and (4)
if required by the Owner, other data establishing payment or satisfaction of
obligations, such as receipts, releases and waivers of liens arising out of
Part 2, to the extent and in such form as may be designated by the Owner. If a
contractor refuses to furnish a release or waiver required by the Owner, the
Design/Builder may furnish a bond satisfactory to the Owner to indemnify the
Owner against such lien. If such lien remains unsatisfied after payments are
made, the Design/Builder shall reimburse the Owner for moneys the latter may
be compelled to pay in discharging such lien including all costs and
reasonable attorneys' fees plus interest at 18% until paid.

5.2.2   Final payment constituting the entire unpaid balance due shall be paid
by the Owner to the Design/Builder upon the Owner's receipt of the
Design/Builder's final Application for Payment when the Work has been
completed and the Contract fully performed except for those responsibilities
of the Design/Builder which survive final payment.

5.2.3   (Paragraph deleted).

                         Exhibit #10(a), Page 7 of 19


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5.2.4   Acceptance of final payment shall constitute a waiver of all claims by
the Design/Builder except those previously made in writing and identified by
the Design/Builder as unsettled at the time of final Application for Payment.

5.3     (Paragraph deleted).

5.3.1   (Paragraph deleted).

                                    ARTICLE 6
                                    ---------
                       PROTECTION OF PERSONS AND PROPERTY

6.1   The Design/Builder shall be responsible for initiating, maintaining and
providing supervision of safety precautions and programs in connection with
the Work.

6.2   The Design/Builder shall take reasonable precautions for safety of, and
shall provide reasonable protection to prevent damage, injury or loss to: (1)
employees on the Work and other persons who may be affected thereby; (2) the
Work and materials and equipment to be incorporated therein; and (3) other
property at or adjacent to the site.

6.3   The Design/Builder shall give notices and comply with applicable laws,
ordinances, rules, regulations and orders of public authorities bearing on the
safety of persons and property and their protection from damage, injury or
loss.

6.4   The Design/Builder shall be liable for damage or loss to property at the
site caused in whole or in part by the Design/Builder, a contractor of the
Design/Builder or anyone directly or indirectly employed by either of them, or
by anyone for whose acts they may be liable, except damage or loss
attributable to the acts or omissions of the Owner, the Owner's separate
contractors or anyone directly or indirectly employed by them or by anyone for
whose acts they may be liable and not attributable to the fault or negligence
of the Design/Builder.

                                    ARTICLE 7
                                    ---------
                               INSURANCE AND BONDS

7.1    DESIGN/BUILDER'S LIABILITY INSURANCE

7.1.1  The Design/Builder shall purchase and maintain in a company or companies
authorized to do business in the state in which the Work is located such
insurance as will protect the Design/Builder, with the Owner listed as
additional insured, from claims set forth below which may arise out of or result
from operations under the Contract by the Design/Builder or by a contractor of
the Design/Builder, or by anyone directly or indirectly employed by any of them,
or by anyone for whose acts they may be liable:

7.1.1.1           claims under workers' or workmen's compensation, disability
                  benefit and other similar employee benefit laws which are
                  applicable to the Work to be performed;

7.1.1.2           claims for damages because of bodily injury, occupational
                  sickness or disease, or 



                         Exhibit #10(a), Page 8 of 19
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                  death of the Design/Builder's employees under any applicable
                  employer's liability law;

7.1.1.3           claims for damages because of bodily injury, sickness or 
                  disease, or death of persons other than the Design/Builder's 
                  employees;

7.1.1.4           claims for damages covered by usual personal injury liability
                  coverage which are sustained (1) by a person as a result of an
                  offense directly or indirectly related to employment of such
                  person by the Design/Builder or (2) by another person;

7.1.1.5           claims for damages, other than to the Work at the site, 
                  because~of injury to or destruction of tangible property, 
                  including loss of use; and

7.1.1.6           claims for damages for bodily injury or death of a person or
                  property damage arising out of ownership, maintenance or use
                  of a motor vehicle.

7.1.2   The insurance required by the above Subparagraph 7.1.1 shall be written
for not less than limits of liability as may be reasonably required by Owner.

7.1.3   The Design/Builder's liability insurance shall include contractual
liability insurance applicable to the Design/Builder's obligations under
Paragraph 11.7.

7.1.4   Certificates of Insurance, and copies of policies if requested,
acceptable to the Owner shall be delivered to the Owner prior to commencement
of design and construction. These Certificates as well as insurance policies
required by this Paragraph shall contain a provision that coverage will not be
canceled or allowed to expire until at least thirty days' prior written notice
has been given to the Owner. If any of the foregoing insurance coverages are
required to remain in force after final payment, an additional certificate
evidencing continuation of such coverage shall be submitted along with the
application for final payment.

7.2     OWNER'S LIABILITY INSURANCE

7.2.1   The Owner shall be responsible for purchasing and maintaining, in a
company or companies authorized to do business in the state in which the
principal improvements are to be located, Owner's liability insurance to
protect the Owner against claims which may arise from operations under this
Project.

7.3     PROPERTY INSURANCE

7.3.1   Unless otherwise provided under this Part 2, the Owner shall purchase
and maintain, in a company or companies authorized to do business in the state
in which the principal improvements are to be located, property insurance upon
the Work at the site to the full insurable value thereof. Property insurance
shall include interests of the Owner, the Design/Builder, and their respective
contractors and subcontractors in the Work. It shall insure against perils of
fire and extended coverage and shall include all risk insurance for physical
loss or damage including, without duplication of coverage, theft, vandalism
and malicious mischief.

7.3.2   Unless otherwise provided under this Part 2, the Owner shall purchase
and maintain such boiler and machinery insurance as may be required by the
Contract Documents or by law and

                          

                         Exhibit #10(a), Page 9 of 19

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which shall specifically cover such insured objects during installation and
until final acceptance by the Owner. This insurance shall cover interests of the
Owner, the Design/Builder, and the Design/Builder's contractors and
subcontractors in the Work.

7.3.3   A loss Insured under Owner's property insurance is to be adjusted with
the Owner and made payable to the Owner as trustee for the insureds, as their
interests may appear, subject to requirements of any applicable mortgagee
clause and of Subparagraph 7.3.8. The Design/Builder shall pay contractors
their shares of insurance proceeds received by the Design/Builder, and by
appropriate agreement, written where legally required for validity, shall
require contractors to make payments to their subcontractors in similar
manner.

7.3.4   Before an exposure to loss may occur, the Owner shall file with the
Design/Builder a copy of each policy required by this Paragraph 7.3. Each
policy shall contain only those endorsements specifically related to this
Project. Each policy shall contain a provision that the policy will not be
cancelled or allowed to expire until at least thirty days' prior written
notice has been given the Design/Builder.

7.3.5   If the Design/Builder requests in writing that insurance for risks other
than those described herein or for other special hazards be included in the
property insurance policy, the Owner shall, if possible, obtain such
insurance, and the cost thereof shall be charged to the Design/Builder by
appropriate Change Order.

7.3.6   (Paragraph deleted).

7.3.7   (Paragraph deleted).

7.3.8   (Paragraph deleted).

7.3.9   If the Owner finds it necessary to occupy or use a portion or portions
of the Work before Substantial Completion, such occupancy or use shall not
commence prior to a time agreed to by the Owner and Design/Builder and to
which the insurance company or companies providing property insurance have
consented by endorsement to the policy or policies. The property insurance
shall not lapse or be canceled on account of such partial occupancy or use.
Consent of the Design/Builder and of the insurance company or companies to
such occupancy or use shall not be unreasonably withheld.

7.4     LOSS OF USE INSURANCE

7.4.1   The Owner, at the Owner's option, may purchase and maintain such
insurance as will insure the Owner against loss of use of the Owner's property
due to fire or other hazards, however caused.

7.5     PERFORMANCE BOND AND PAYMENT BOND  (See AMENDMENT 1-B.)

7.5.1   The Owner shall have the right to require the Design/Builder to furnish
bonds covering the

                        Exhibit #10(a), Page 10 of 19
                          

<PAGE>   11



faithful performance of the Contract and the payment of all obligations arising
thereunder if and as required in the Contract Documents or in Article 14.

                                    ARTICLE 8
                                    ---------
                               CHANGES IN THE WORK

8.1    CHANGE ORDERS

8.1.1  A Change Order is a written order signed by the Owner and
Design/Builder, and issued after execution of Part 2, authorizing a change in
the Work or adjustment in the contract sum or contract time. The contract sum
and contract time may be changed only by Change Order.

8.1.2  The Owner, without invalidating Part 2, may order changes in the Work
within the general scope of Part 2 consisting of additions, deletions or other
revisions, and the contract sum and contract time shall be adjusted
accordingly. Such changes in the Work shall be authorized by Change Order, and
shall be performed under applicable conditions of the Contract Documents.

8.1.3  If the Owner requests the Design/Builder to submit a proposal for a
change in the Work and then elects not to proceed with the change, a Change
Order shall be issued to reimburse the Design/Builder for any costs incurred
for Design Services or proposed revisions to the Contract Documents.

8.1.4  Cost or credit to the Owner resulting from a change in the Work shall be
determined in one or more of the following ways:

8.1.4.1           by mutual acceptance of a lump sum properly itemized and 
                  supported by sufficient substantiating data to permit 
                  evaluation;

8.1.4.2           by unit prices stated in the Contract Documents or 
                  subsequently agreed upon;

8.1.4.3           by cost to be determined in a manner agreed upon by the 
                  parties and a mutually acceptable fixed or percentage fee; or

8.1.4.4           by the method provided below.

8.1.5   If none of the methods set forth in Clauses 8.1.4.1, 8.1.4.2 or 8.1.4.3
is agreed upon, the Design/Builder, provided a written order signed by the
Owner is received, shall promptly proceed with the Work involved. The cost of
such Work shall then be determined on the basis of reasonable expenditures and
savings of those performing the Work attributable to the change, including the
expenditures for design services and revisions to the Contract Documents. In
case of an increase in the contract sum, the cost shall include a reasonable
allowance for overhead and profit. In case of the methods set forth in Clauses
8.1.4.3 and 8.1.4.4, the Design/Builder shall keep and present an itemized
accounting together with appropriate supporting data for inclusion in a Change
Order. Unless otherwise provided in the Contract Documents, cost shall be
limited to the following: cost of materials, including sales tax and cost of
delivery; cost of labor, including social security, old age and unemployment
insurance, and fringe benefits required by agreement or custom; workers' or
workmen's compensation insurance; bond premiums; rental value of equipment and
machinery; additional costs of supervision and field office personnel directly

                         Exhibit #10(a), Page 11 of 19

<PAGE>   12



attributable to the change; and fees paid to architects, engineers and other
professionals. Pending final determination of cost to the Owner, payments on
account shall be made on the Application for Payment. The amount of credit to be
allowed by the Design/Builder to the Owner for deletion or change which results
in a net decrease in the contract sum will be actual net cost. When both
additions and credits covering related Work or substitutions are involved in a
change, the allowance for overhead and profit shall be figured on the basis of
the net increase, if any, with respect to that change.

8.1.6   If unit prices are stated in the Contract Documents or subsequently
agreed upon, and if quantities originally contemplated are so changed in a
proposed Change Order that application of agreed unit prices to quantities
proposed will cause substantial inequity to the Owner or Design/Builder,
applicable unit prices shall be equitably adjusted.

8.2     CONCEALED CONDITIONS

8.2.1   If concealed or unknown conditions of an unusual nature that affect the
performance of the Work and vary from those indicated by the Contract
Documents are encountered below ground or in an existing structure other than
the Work, which conditions are not ordinarily found to exist or which differ
materially from those generally recognized as inherent in work of the
character provided for in this Part 2, notice by the observing party shall be
given promptly to the other party and, if possible, before conditions are
disturbed and in no event later than twenty-one days after first observance of
the conditions. The contract sum shall be equitably adjusted for such
concealed or unknown conditions by Change Order upon claim by either party
made within twenty-one days after the claimant becomes aware of the
conditions.

8.3     REGULATORY CHANGES

8.3.1   The Design/Builder shall be compensated for changes in the Work
necessitated by the enactment or revision of codes, laws or regulations
subsequent to the submission of the Design/Builder's Proposal under Part 1.

                                    ARTICLE 9
                                    ---------
                               CORRECTION OF WORK

9.1  The Design/Builder shall promptly correct Work rejected by the Owner or
known by the Design/Builder to be defective or failing to conform to the
Construction Documents, whether observed before or after Substantial
Completion and whether or not fabricated, installed or completed, and shall
correct Work under this Part 2 found to be defective or nonconforming within a
period of one year from the date of Substantial Completion of the Work or
designated portion thereof, or within such longer period provided by any
applicable special warranty in the Contract Documents.

9.2  Nothing contained in this Article 9 shall be construed to establish a
period of limitation with respect to other obligations of the Design/Builder
under this Part 2. Paragraph 9.1 relates only to the specific obligation of
the Design/Builder to correct the Work, and has no relationship

                      Exhibit #10(a), Page 12 of 19       


<PAGE>   13



to the time within which the obligation to comply with the Contract Documents
may be sought to be enforced, nor to the time within which proceedings may be
commenced to establish the Design/Builder's liability with respect to the
Design/Builder's obligations other than correction of the Work.

9.3   If the Design/Builder fails to correct defective Work as required or
persistently fails to carry out Work in accordance with the Contract
Documents, the Owner, by written order signed personally or by an agent
specifically so empowered by the Owner in writing, may order the
Design/Builder to stop the Work, or any portion thereof, until the cause for
such order has been eliminated; however, the Owner's right to stop the Work
shall not give rise to a duty on the part of the Owner to exercise the right
for benefit of the Design/Builder or other persons or entities.

9.4   If the Design/Builder defaults or neglects to carry out the Work in
accordance with the Contract Documents and fails within seven days after
receipt of written notice from the Owner to commence and continue correction
of such default or neglect with diligence and promptness, the Owner may give a
second written notice to the Design/Builder and, seven days following receipt
by the Design/Builder of that second written notice and without prejudice to
other remedies the Owner may have, correct such deficiencies. In such case an
appropriate Change Order shall be issued deducting from payments then or
thereafter due the Design/Builder costs of correcting such deficiencies. If
the payments then or thereafter due the Design/Builder are not sufficient to
cover the amount of the deduction, the Design/Builder shall pay the difference
to the Owner.  Such action by the Owner shall be subject to arbitration.

                                   ARTICLE 10
                                   ----------
                                   ARBITRATION

10.1   Claims, disputes and other matters in question between the parties to
this Part 2 arising out of or relating to Part 2 shall be decided by
arbitration in accordance with the Construction Industry Arbitration Rules of
the American Arbitration Association then in effect unless the parties agree
otherwise. No arbitration arising out of or relating to this Part 2 shall
include, by consolidation or joinder or in any other manner, an additional
person not a party to Part 2 except by written consent containing specific
reference to Part 2 and signed by the Owner, Design/Builder and any other
person sought to be joined. Consent to arbitration involving an additional
person or persons shall not constitute consent to arbitration of a dispute not
described or with a person not named therein. This provision shall be
specifically enforceable in any court of competent jurisdiction.

10.2   Notice of demand for arbitration shall be filed in writing with the other
party to this Part 2 and with the American Arbitration Association. The demand
shall be made within a reasonable time after the claim, dispute or other
matter in question has arisen. In no event shall the demand for arbitration be
made after the date when the applicable statute of limitations would bar
institution of a legal or equitable proceeding based on such claim, dispute or
other matter in question.

10.3   The award rendered by arbitrators shall be final, and judgment may be
entered upon it in

                         Exhibit #10(a), Page 13 of 19


<PAGE>   14



accordance with applicable law in any court having jurisdiction.

10.4   Unless otherwise agreed in writing, the Design/Builder shall carry on the
Work and maintain its progress during any arbitration proceedings, and the
Owner shall continue to make payments to the Design/Builder in accordance with
the Contract Documents.

10.5   This Article 10 shall survive completion or termination of Part 2.

                                   ARTICLE 11
                                   ----------
                            MISCELLANEOUS PROVISIONS

11.1   This Part 2 shall be governed by the law of the place where the Work is
located.

11.2   The table of contents and the headings of articles and paragraphs are for
convenience only and shall not modify rights and obligations created by this
Part 2.

11.3   In case a provision of Part 2 is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not be affected.

11.4   SUBCONTRACTS

11.4.1 The Design/Builder, as soon as practicable after execution of Part 2,
shall furnish to the Owner in writing the names of the persons or entities the
Design/Builder will engage as contractors for the Project.

11.4.2 Nothing contained in the Design/Builder Contract Documents shall create a
professional obligation or contractual relationship between the Owner and any
third party.

11.5   WORK BY OWNER OR OWNER'S CONTRACTORS

11.5.1 The Owner reserves the right to perform work related to, but not part of,
the Project and to award separate contracts in connection with other work at the
site. If the Design/Builder claims that delay or additional cost is involved
because of such action by the Owner, the Design/ Builder shall make such claims
as provided in Subparagraph 11.6.

11.5.2 The Design/Builder shall afford the Owner's separate contractors
reasonable opportunity for introduction and storage of their materials and
equipment for execution of their work. The Design/Builder shall incorporate and
coordinate the Design/Builder's Work with work of the Owner's separate
contractors as required by the Contract Documents.

11.5.3 Costs caused by defective or ill-timed work shall be borne by the party
responsible.

11.6   CLAIMS FOR DAMAGES

11.6.1 Should either party to Part 2 suffer injury or damage to person or
property because of an

                         Exhibit #10(a), Page 14 of 19


<PAGE>   15



act or omission of the other party, the other party's employees or agents, or
another for whose acts the other party is legally liable, claim shall be made in
writing to the other party within a reasonable time after such injury or damage
is or should have been first observed.

11.7   INDEMNIFICATION

11.7.1 To the fullest extent permitted by law, the Design/Builder shall
indemnify and hold harmless the Owner and the Owner's consultants and separate
contractors, any of their subcontractors, sub-subcontractors, agents and
employees from and against claims, damages, losses and expenses, including but
not limited to attorneys' fees, arising out of or resulting from performance of
the Work. 

11.7.2 In claims against the Owner or its consultants and its contractors, any
of their subcontractors, sub-subcontractors, agents or employees by an employee
of the Design/Builder, its contractors, anyone directly or indirectly employed
by them or anyone for whose acts they may be liable, the indemnification
obligation under this Paragraph 11.7 shall not be limited by a limitation on
amount or type of damages, compensation or benefits payable by or for the
Design/Builder, or a Design/Builder's contractor, under workers' or workmen's
compensation acts, disability benefit acts or other employee benefit acts.

11.8   SUCCESSORS AND ASSIGNS

11.8.1 This Part 2 shall be binding on successors, assigns, and legal
representatives of and persons in privity of contract with the Owner or
Design/Builder. Neither party shall assign, sublet or transfer an interest in
Part 2 without the written consent of the other.

11.8.2 This Paragraph 11.8 shall survive completion or termination of Part 2.

11.9   In case of termination of the Architect, the Design/Builder shall provide
the services of another lawfully licensed person or entity against whom the
Owner makes no reasonable objection.

11.10  EXTENT OF AGREEMENT

11.10.1 Part 2 represents the entire agreement between the Owner and
Design/Builder and supersedes Part 1 and prior negotiations, representations
or agreements. Part 2 may be amended only by written instrument signed by both
Owner and Design/Builder.

                                   ARTICLE 12
                                   ----------
                          TERMINATION OF THE AGREEMENT

12.1   TERMINATION BY THE OWNER

12.1.1 (Paragraph deleted).

12.1.2 If the Design/Builder defaults or persistently fails or neglects to
carry out the Work in

                         Exhibit #10(a), Page 15 of 19


<PAGE>   16



accordance with the Contract Documents or fails to perform the provisions of
Part 2, the Owner may give written notice that the Owner intends to terminate
Part 2. If the Design/Builder fails to correct the defaults, failure or neglect
within seven days after being given notice, the Owner may then give a second
written notice and, after an additional seven days, the Owner may without
prejudice to any other remedy make good such deficiencies and may deduct the
cost thereof from the payment due the Design/Builder or, at the Owner's option,
may terminate the employment of the Design/Builder and take possession of the
site and of all materials, equipment, tools and construction equipment and
machinery thereon owned by the Design/Builder and finish the Work by whatever
method the Owner may deem expedient. If the unpaid balance of the contract sum
exceeds the expense of finishing the Work, the excess shall be paid to the
Design/Builder, but if the expense exceeds the unpaid balance, the
Design/Builder shall pay the difference to the Owner. Delay damages and any
other applicable damages shall be an expense of finishing the Work for purposes
of this paragraph.

12.2   TERMINATION BY THE DESIGN/BUILDER

12.2.1 If the Owner fails to make payment when due, the Design/Builder may
give written notice of the Design/Builder's intention to terminate Part 2. If
the Design/Builder fails to receive payment within seven days after receipt
of such notice by the Owner, the Design/Builder may give a second written
notice and, seven days after receipt of such second written notice by the
Owner, may terminate Part 2 and recover from the Owner payment for Work
executed and for proven losses sustained upon materials, equipment, tools,
and construction equipment and machinery, including reasonable profit and
applicable damages.

                                   ARTICLE 13
                                   ----------
                              BASIS OF COMPENSATION

The Owner shall compensate the Design/Builder in accordance with Article 5,
Payments, and the other provisions of this Part 2 as described below.

13.1   COMPENSATION

13.1.1 FOR BASIC SERVICES, as described in Paragraphs 2.2.2 through 2.2.17, and
for any other services included in Article 14 as part of Basic Services, Basic
Compensation shall be as follows:

CONTRACT PRICE = $1,429,152.00

       Notwithstanding anything to the contrary set forth in this agreement,
       Owner shall retain 10% of the contract price in an amount equal to
       $142,915.20 until all work has been performed under this agreement.

13.2   REIMBURSABLE EXPENSES

                        Exhibit #10(a), Page 16 of 19


<PAGE>   17



13.2.1  Reimbursable Expenses are in addition to the compensation for Basic
and Additional Services and include actual expenditures made by the
Design/Builder in the interest of the Project for the expenses listed as
follows:

13.2.2  FOR REIMBURSABLE EXPENSES, compensation shall be a multiple of (      )
times the amounts expended.

13.3    INTEREST PAYMENTS

13.3.1  The rate of interest for past due payments shall be as follows: (Usury
laws and requirements under the Federal Truth in Lending Act, similar state
and local consumer credit laws and other regulations at the Owner's and
Design/Builder/s principal places of business, at the location of the Project
and elsewhere may affect the validity of this provision. Specific legal
advice should be obtained with respect to deletion, modification or other
requirements, such as written disclosures or waivers.)

                                   ARTICLE 14
                                   ----------
                                OTHER PROVISIONS

14.1  The Basic Services to be performed shall be commenced on December 23,
1996 and, subject to authorized adjustments and to delays not caused by the
Design/Builder, Substantial Completion shall be achieved by June 15, 1997. In
the event that the project is not substantially complete on or before June
30, 1997, commencing July 1, 1997, the parties agree that Owner shall incur
damages in the amount of $100.00 per day for each day of delay. Commencing
August 1, 1997, the parties agree that Owner shall incur $500.00 per day for
each day of delay. The delay damages shall be deducted from the amount owed
by Owner to Design/Builder. In the event that the damages exceed the amount
owed by Owner to Design/Builder then, Design/Builder shall pay such amount to
Owner upon demand.

14.2  The Basic Services beyond those described in Article 2 are: The design
and construction of the Project shall be accordance with all applicable
professional standards. Design/builder acknowledges that Owner is relying
upon Design/Builder's expertise with regard to the design and construction of
the Project.

14.3  The Design/Builder shall submit an Application for Payment on the 30th
day of each month.

14.4 The Design/Builder's Proposal includes: 
(List below: this Part 2, Supplementary and other Conditions, the drawings, the 
specifications. and Modifications, showing page or sheet numbers in all cases 
and dates where applicable to define the scope of Work.)

            Our Proposal dated           October 29, 1996
            Summary Changes              December 18, 1996
            Drawings dated               December 9, 1996 - Sheets 3 thru 11

                        Exhibit #10(a), Page 17 of 19


<PAGE>   18



            Richland Eng. Drawing        December 6, 1996
            Richland Eng. Drawing        December 12, 1996

This Part 2 entered into as of the day and year first written above.

OWNER                                    DESIGN/BUILDER

Stearns & Lehman, Inc.                   Weithman Bros., Inc.
52 Surry Road                            409 Kroft Street
Mansfield, Ohio 44902                    Galion, Ohio 44833

BY  /s/ John A. Chuprinko, CFO           BY  /s/ Raymond A. Weithman, President





                        Exhibit #10(a), Page 18 of 19


<PAGE>   19






AMENDMENT #1 ATTACHED

         A.  7.3  PROPERTY INSURANCE BY DESIGN/BUILDER - CONTRACTOR

         B.  7.5  PERFORMING BOND AND PAYMENT BOND.
                   (NOT INCLUDED IN BASE CONTRACT).






                          Exhibit #10(a), Page 19 of 19