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{FILENAME}l93186aex10-12.txt

{DESCRIPTION}EXHIBIT 10.12

{TEXT}

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                                                                   EXHIBIT 10.12



         BUSINESS LOAN AGREEMENT BETWEEN AMERICAN STONE CORPORATION AND

         DOLLAR BANK, FEDERAL SAVINGS BANK, DATED FEBRUARY 16, 2001 AND

        ANCILLARY DOCUMENTS INCLUDING SUBORDINATION AGREEMENT, SECURITY

                   AGREEMENT, MORTGAGES, NOTES AND GUARANTY.





                                      -35-

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                                   DOLLAR BANK

                                 LOAN AGREEMENT



THIS AGREEMENT MADE as of the 16th day of February , 2001, by and between

AMERICAN STONE CORPORATION, a Delaware corporation with its principal place of

business at 8705 Quarry Road, Amherst, Ohio 44001 (the "Borrower") and DOLLAR

BANK, FEDERAL SAVINGS BANK, with offices at 1301 East Ninth Street, Cleveland,

Ohio 44114 (the "Bank").



            WHEREAS, Borrower has applied to the Bank for a $900,000 Term Loan

(the "Term Loan"), and a $500,000 Line of Credit Loan (the "Line of Credit

Loan"), and Bank is willing to provide such credit facility to Borrower on the

terms set forth herein.



            NOW THEREFORE, the parties hereto hereby agree as follows:



      1. THE LOAN. Bank agrees to loan to Borrower up to the total principal

amount of One Million Four Hundred Thousand Dollars ($1,400,000) on the basis

designated in the preamble hereto (the "Loan"). The Loan is evidenced by the

notes described more fully below executed and delivered by Borrower to Bank and

bearing even date herewith (collectively, the "Notes"). Borrower has executed

and delivered, to Bank, at or before the time of execution hereof, the related

documents (the "Related Documents") listed in Section 1 of the schedule

("Schedule") annexed hereto. The terms and provisions of the Notes and each of

the Related Documents executed by Borrower are hereby incorporated herein by

reference.



      2. ADVANCES AND REPAYMENT. Advances and repayments of the Loan shall be as

follows:



            (a) TERM LOAN. The amount of the Term Loan shall be advanced to or

      for the account of Borrower as set forth in the note executed and

      delivered in connection herewith evidencing the Term Loan (the "Term

      Note"). Term Loan principal shall bear interest and shall be due and

      payable as set forth in the Term Note.



            (b) LINE OF CREDIT. Loan principal on the Line of Credit shall bear

      interest and shall be due and payable as set forth in the note executed

      and delivered in connection herewith evidencing the Line of Credit (the

      "Line of Credit Note"). The Borrower may borrow, repay and reborrow

      amounts hereunder provided that the aggregate principal amount outstanding

      shall not at any time exceed the lesser of (i) $500,000 or (ii) the

      Borrowing Base. For the purposes of this Agreement, the "Borrowing Base"

      shall mean the sum of (i) 75% of the Borrower's accounts receivable that

      are less than 90 days past the invoice date, and (ii) 30% of the

      Borrower's inventory, with the amount borrowed against inventory not to

      exceed $250,000. ADVANCES OF LINE OF CREDIT LOAN PRINCIPAL ARE AT THE

      BANK'S SOLE DISCRETION, AND BANK MAY ELECT TO MAKE OR DECLINE TO MAKE ANY

      ADVANCE REQUESTED BY BORROWER.



      3. REPRESENTATIONS. The Borrower hereby represents to the Bank that:



            (a) TRADE NAMES. The Borrower is doing business under the name set

      forth at the beginning of the Agreement and does not use any other trade

      names except those, if any, set forth in Section 2 of the Schedule. Any

      assumed or fictitious name registration required by law has been

      accomplished. Borrower will notify Bank in writing at least thirty (30)

      days prior to any change in its name.



            (b) [Intentionally omitted.]



            (c) ORGANIZATION, EXISTENCE, POWER. The Borrower is a corporation,

      has complied with all applicable filing requirements of all applicable

      laws, is duly formed, validly existing and in good standing under the laws

      of the State of Ohio. The Borrower is duly qualified to transact business

      or own real property in each state or other jurisdiction in which it

      conducts any important or material part of its business or in which its

      principal real properties are located.



            (d) AUTHORITY, BINDING EFFECT. The execution, delivery and

      performance of this Agreement, the Notes and the Related Documents have

      been duly authorized by all necessary limited liability company action,

      will not violate any provision of law, will not violate or conflict with

      any provision of its operating agreement or other organizational

      documents, or result in a breach of or constitute a default under, or

      result in a lien, charge or encumbrance up on any property or assets of

      the Borrower pursuant to any agreement or instrument to which the Borrower

      is a party or by which the Borrower or its property may be bound or

      affected. This Agreement, the Notes and the Related Documents, when

      executed by Borrower and delivered to the Bank, will constitute legal,

      valid and binding obligations of the Borrower, enforceable in accordance

      with their respective terms.





                                      -36-

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            (e) FINANCIAL CONDITION. The Borrower has furnished to the Bank its

      most current financial statements, which statements represent correctly

      and fairly the results of the operations and transactions of the Borrower

      as of the dates and for the periods referred to and have been prepared in

      accordance with generally accepted accounting principles consistently

      applied during each interval involved and from period to period. From the

      date of such financial statements to the date of the execution of this

      Agreement, there have not been any material adverse changes in the

      financial condition of the Borrower.



            (f) TAXES. The Borrower has duly filed all federal, state and other

      tax returns required to be filed and has duly paid all taxes required by

      such returns. The Borrower has not received any notice from the Internal

      Revenue Service or any other taxing authority relating to the payment of

      additional taxes (including interest and penalties) in excess of $10,000.



            (g) ERISA. All of Borrower's Defined Benefit Pension Plans, as

      defined in the Employment Retirement Income Security Act of 1974

      ("ERISA"), as amended, meet, as of the date hereof, the minimum funding

      standards of Section 302 of ERISA, and, with respect to all of Borrower's

      Employee Benefit Plans, as defined in ERISA, no Reportable Event or

      Prohibited Transaction (as defined in ERISA) has occurred, except only

      such events or transactions as have been previously reported to the Bank

      in writing.



            (h) LITIGATION. There is no pending or threatened action or

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