Amended And Restated Installment Business Loan Note

AMENDED AND RESTATED INSTALLMENT BUSINESS LOAN NOTE


Due: January 20,1997 $300,000.00
Date: Effective as of January 30, 1996


PROMISE TO PAY: For value received, the undersigned, The Wendt-Bristol Company, a Delaware corporation (the "Borrower"), promises to pay to the order of Marvin D. Kantor (the "Lender"), at 1000 Urlin Avenue, Columbus, Ohio 43212 (or such other address as the Lender shall give notice of to the Borrower), the sum of Three Hundred Thousand Dollars ($300,000.00), plus interest computed on the basis of the actual number of days elapsed in a year of 365/366 days at the rate of eight and one-half percent (8.5%) per annum (the "Note Rate") until maturity, whether by acceleration or otherwise, and, upon the occurrence of an Event of Default hereunder and during the continuance of such, the interest rate per annum shall be 100 basis points above the Note Rate.


In no event shall the interest rate exceed the maximum rate allowed by law; any interest payment which would for any reason be deemed unlawful under applicable law shall be applied to principal.


The Borrower shall pay this sum in 12 consecutive monthly installments of Twenty-five Thousand Dollars ($25,000.00) plus interest commencing February 20, 1996, and continuing on the twentieth (20) day of each month thereafter until January 20, 1997, at which time the entire balance of unpaid principal plus accrued interest shall be due and payable immediately. Each payment shall be applied first to costs, if any, then to accrued interest, then to principal.


The Borrower may at any time prepay this Note, in whole or in part, without premium or penalty, together with accrued interest on the amount of any such prepayment.


SECURITY: To secure the payment of this Note, the Borrower has executed and delivered to the Lender a certain Amended and Restated Stock Pledge Agreement dated effective as of January 30, 1996 (the "Pledge Agreement").


RELATED DOCUMENTS: The terms of any other documents executed as part of the loan evidenced by this Note are incorporated herein by reference.


Additional Terms and Conditions
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EVENTS OF DEFAULT: If any of the following events occurs:


1. The Borrower fails to pay any amount payable under this Note within ten (10) days after the date any such payment is due;


Amended and Restated Installment Business Loan Note, dated effective as of January 30, 1996 Lender: Marvin D. Kantor; Borrower: The Wendt-Bristol Company Page 1 of 3 Pages 2
2. The Borrower (a) fails to observe or perform any other term of this Note; (b) fails to observe or perform any term of the Pledge Agreement; (c) makes any materially incorrect or misleading representation, warranty, or certificate to the Lender; or (d) makes any materially ...