DEMAND PROMISSORY NOTE

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





DATE OF NOTE:    November 13, 2001



AMOUNT OF NOTE:  $500,000.00



INTEREST RATE:   The principal amount of this Note from time to time outstanding

                 shall bear interest at a rate per annum equal to twelve percent

                 (12.0%).



         FOR VALUE RECEIVED, the undersigned ("BORROWER") does hereby covenant

and promise to pay to JOHN R. FOLKERTH, SR., an individual, or his heirs,

successors or assigns (the "Lender"), at 6530 Poe Avenue, Dayton, Ohio 45414, or

at such other place as the Lender may designate to Borrower in writing from time

to time, in legal tender of the United States, the Amount of Note or so much

thereof as may be advanced by the Lender to Borrower pursuant to the terms

hereof (the "Principal Amount"), together with interest at the Interest Rate on

the Principal Amount until this Note is paid in full as provided in this Note.



         Payments of interest only hereunder shall be payable monthly in arrears

on the last day of each calendar month, commencing on December 31, 2001. The

unpaid Principal Amount of this Note together with accrued and unpaid interest

thereon shall be due and payable immediately upon the Lender making a demand for

payment to Borrower and this Note shall thereupon be deemed to have matured.

Borrower shall have the right to prepay the principal amount of this Note in

whole or in part, without premium or penalty, from time to time.



         All interest under this Note shall be computed on an actual/360-day

basis (i.e., interest for each day during which any of the Principal Amount is

outstanding shall be computed at the Interest Rate or the Default Rate, as

hereinafter defined, as applicable, divided by 360).



         If Borrower desires an advance of the Principal Amount of this Note

(each, an "ADVANCE"), Borrower shall give the Lender at least one (1) business

day's oral notice, promptly confirmed in writing, of its request for such

Advance, specifying the date and amount thereof. The Lender may make the

Advance, or refrain from making the Advance, in the Lender's sole discretion. If

the Lender decides to make the Advance to Borrower, the Lender will make such

Advance to Borrower in immediately available funds to Borrower's designated

account at Huntington National Bank. Within the aforestated limits, Borrower may

borrow, prepay and reborrow the Principal Amount of this Note.



         The Lender will record all Advances and repayments thereof on the grid

attached hereto as Exhibit A. The Lender's entries on such grid shall, absent

manifest error, be final, conclusive and binding.



         This Note is secured by a Security Agreement dated the date hereof,

between Borrower and the Lender (the "SECURITY AGREEMENT").



         This Note specify various defaults (each, a "DEFAULT") upon the

happening of which all sums owing on this Note may, at the Lender's option, be

declared immediately due and payable. Any of the following occurrences or acts

will constitute a Default: (a) the failure of Borrower to make any payment of

principal and/or interest, or any other mandatory amounts payable under this

Note, within ten (10) days after the date when due hereunder, or (b) an "event

of default" shall occur under the Security Agreement.



         During the continuance of a Default, the Principal Amount shall bear

interest at two percent (2%) per annum in excess of the Interest Rate in effect

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