LOAN AGREEMENT

THIS LOAN AGREEMENT (the “Agreement”) is made and entered into this 17th day of December, 2004, by
and between Homestead Developers, Ltd., an Ohio limited liability company (“Borrower”), with its principal place of
business located at 3102 Steeple Chase Lane, Perrysburg, OH 43551 and Fifth Third Bank, an Ohio banking corporation
(the “Lender”) with its principal place of business located at 606 Madison Avenue, Toledo, Ohio 43604.

Borrower has applied to Lender for a line of credit up to the maximum amount of One Hundred Fifty Thousand
and 00/100 Dollars ($150,000.00) evidenced by the Cognovit Revolving Note executed herein of even date herewith
(the “Line of Credit”), to be used by Borrower to reserve against current escrow agreement requirements (the “Project”).
Lender has agreed to make this Loan upon the terms and subject to the conditions of this Agreement and all documents
executed pursuant to or in connection with this Agreement (all such documents and this Agreement will be called
“Loan Documents”), provided the Loan is secured as set forth in this Agreement.

Borrower has also applied to Lender for a loan in the amount of Five Hundred Thousand and 00/100 Dollars
($500,000.00) evidenced by the Cognovit Draw Note executed herein of even date herewith (the “Draw Note”), to be
used by Borrower to finance the development of Plat 3 of a 12 Plat, 194-lot, residential subdivision in Perrysburg, Ohio
known as “The Rivers Edge” (the “Property”). Lender has agreed to make this Loan upon the terms and subject to the
conditions of this Agreement and all documents executed pursuant to or in connection with this Agreement, provided the
Loan is secured as set forth in this Agreement.

The Revolving Note and the Draw Note shall be collectively referred to as “Notes”.)

NOW, THEREFORE, the parties agree as follows:

I
PURPOSE

1.01. Purpose of Loan. Borrower shall use the proceeds of the Loan for Project purposes only and
specifically for the purpose of developing the Project all in accordance with the Plans, as hereinafter defined, and the
Budget, as hereinafter defined.

II
LOANS

2.01. Revolving Credit Loan. (a) Subject to the terms and conditions hereof, Bank hereby extends to
Borrower a line of credit facility (the “Facility”) under which Bank may make loans (the “Revolving Loans”) to Borrower
at Borrower’s request from time to time during the term of this Agreement. Bank will have discretion at all times as to
whether or not to make any Revolving Loan, if there is any Event of Default. Borrower may borrow, prepay, and
reborrow under the Facility, provided that the principal amount of all Revolving Loans outstanding at any one time under
the facility will not exceed the foregoing limits or those limits specified in the Revolving Note. If the amount of the
Revolving Loans outstanding at any time under the Facility exceeds the limits set forth above or in the Revolving Note,
Borrower will immediately pay the amount of such excess to bank in certified funds.

(b) Borrower may request a Revolving Loan by written or telephone notice to Bank. Bank will make a
Revolving Loan by crediting the amount thereof to Borrower’s account at Bank.

(c) On the date hereof, Borrower will duly issue and deliver to Bank a Revolving Note (the “Revolving
Note”), in the principal amount of One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) bearing interest as
specified in Section 2.02 herein.

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 (d) The term of the Facility will expire on December 17, 2006 and the Revolving Note will become payable in
full on that date.

2.2 Draw Loan. Borrower shall borrow form Lender the sum of Five Hundred Thousand and 00/100 dollars
($500,000.00).

(a) Subject to the terms and conditions hereof, Lender hereby agrees to disburse Loan advances
(“Advances”) to Borrower from time to time during the term of this Agreement, subject to the terms and
conditions set forth in the Loan Documents. Lender shall lend to Borrower up to the Loan Amount, subject to the
conditions set forth in this Agreement.

(b) Borrower may request an Advance in writing as described in this Agreement. Lender will make
an Advance by crediting the amount thereof to Borrower’s account at the bank.

(c) On the date hereof, Borrower will duly issue and deliver to Lender the Draw Note, bearing
interest as specified in Section 2.03 herein.

(d) The term of the Loan will expire on December 17, 2006 and the Draw Note will become
payable in full on that date.

2.3. Interest on Loans . The outstanding principal balance of the Notes shall bear interest at the rate of one
half of one percent (1/2%) greater than the “Prime Rate” (the rate announced by the Lender from time to time). In the
event of a change in said Prime Rate, the rate on these Notes shall be changed immediately to a rate which shall
be greater than the new Prime Rate by 1/2%.

2.4. Payments on Loans . The outstanding principal balance on the Loans and the interest due thereon shall
be payable as indicated in the Notes.

2.5. Allocation of Note Payments. All payments shall be allocated to principal and/or interest, or other
charges, as provided in the Notes.

2.6. Interest After Default. After default upon the Notes, or otherwise under this Agreement, interest may
be charged as set forth in the Notes at the Default Rate, as defined in the Notes.

2.7. Prepayment. Borrower may prepay all or part of the Loans, which prepaid amounts shall be applied to
the amounts due in reverse order of their due dates. Partial prepayments shall not excuse any subsequent payment due.

2.8. Cross-collateral and Cross-Default. The Line of Credit Loan and the Draw Loan and all collateral
securing such Loans, shall be included as Obligations, and upon any Event of Default under any Obligation, all Obligations
shall be due and payable. The colla teral on any Obligation shall be the Collateral of all other Obligations.

III
SECURITY

3.1. Security. Simultaneously with the execution and delivery of the Draw Note, Borrower shall cause
Borrower's obligations to be secured by the following:

(a) An Open-End Mortgage (“Mortgage”) in form and substance mutually acceptable to Lender and
Borrower, from Borrower granting Lender a first mortgage lien of even date herewith, in the amount of Five
Hundred Thousand and 00/100 Dollars ($500,000.00) against the real property described in Exhibit “A”
attached hereto and made a part hereof (the “Property”).

3.2. Collateral Release. So long as the undersigned is not in default under any terms or provisions of the
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Note or Mortgage, the undersigned may then request, and shall be entitled to release of mortgage on each Homestead lot
upon payment to Bank of one hundred percent (100%) of the net sales proceeds for each lot.

3.3. Guarantors. The Notes are also secured by the Unlimited Payment Guaranties of Dr. Kul Bhushan
Gupta, Sudhakar Pangulur, Suresh Nanda, Sanjiv Bais, Dr. Kewal K. Mahajan, and Srinivas Katragadda.

IV
DISBURSEMENT OF LOAN PROCEEDS

4.1. Conditions to the Advance. Notwithstanding any other provision in any Loan Document to the
contrary, Lender shall not be obligated to make the first disbursement of an advance under the Loan unless and until:

(a) All of the Loan Documents listed on the checklist for closing attached hereto as Exhibit “B”
(“Closing Loan Documents”), which are to be executed and delivered at or prior to the closing, have been duly
executed and delivered and all Closing Loan Documents which are to be filed have been filed.

(b) All documents and other items required to be provided prior to closing by any Closing Loan
Document have been provided to the satisfaction of Lender and, if required by any Closing Loan Document, have
been filed.

(c) Borrower has delivered to Lender such other instruments and documents as Lender's counsel may
deem reasonably necessary or advisable to the consummation of the transactions contemplated hereby.

(d) No condition, event, or act which would constitute an event of default under this Agreement or
any of the Loan Documents which with notice or lapse of time or both would constitute an event of default exists.

(e) All representations and warranties made in this Agreement and in any Loan Document shall be
true and correct.

(f) Borrower shall have furnished or cause to have furnished to Lender a Commitment for Mortgagee
Title Insurance issued by Midland Title Agency (the “Title Company”), which bind the Title Company to issue,
after Lender has recorded the Mortgage, a “no-exceptions” Policy of Title Insurance (the “Policy”) in respect to
the Property in an amount of not less than Five Hundred Thousand and 00/100 Dollars ($500,000.00), and
guaranteeing to anyone relying thereon or who has or acquires an interest in any of the Property that Borrower
has good record title to the Property in question in fee simple absolute and that the lien of the Mortgage is valid and
an enforceable first lien against the Property subject only to Permitted Exceptions, as defined in the Mortgages.
At the closing, or as soon thereafter as may be practicable, Borrower shall cause the Title Company to deliver to
Lender an executed copy of such Policy. The Policy shall contain the standard pending mortgage disbursement
clause and at the time of each advance, Lender shall be furnished with an appropriate endorsement of coverage,
and, if available, shall also have endorsements for variable rate, parcel contiguity coverage.

(g) Borrower has delivered to Lender certified copies of Borrower’s Articles of Organization all
required filings under state and federal law that Borrower is a duly organized and qualified Indiana limited liability
company, and a Resolution authorizing the Loan and the execution of the Loan Documents.

(h) Borrower shall have furnished Lender with two (2) true and correct copies of the completed plans
and specifications (the “Plans”) for the Project. Lender shall be notified of any changes in the Plans which result
in a price change greater than Twenty Five Thousand and 00/100 Dollars ($25,000.00).

(i) Borrower has furnished to Lender for its approval representations of each of the contracts
between Borrower and the various contractors (each of such contractors shall be referred to as a “Contractor”)
for the construction of the Project.

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 (j) At Lender's option, Lender may conduct such inspections as it deems necessary at Borrower's
cost.

(k) Borrower shall have furnished Lender with evidence of policies of general comprehensive public
liability in the minimum amount of One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) and builder's risk
insurance covering any above-ground, constructed Improvements in amounts reasonably satisfactory to Lender
with insurance companies reasonably satisfactory to Lender, which policies shall name Lender as a loss payee as
its interest may appear.

(l) Borrower shall have furnished Lender with a current boundary survey of the Property showing no
variations and no encroachments which would render title unmarketable and shall be updated during the course of
construction, as and when deemed necessary by Lender. Regardless of marketability questions, encroachments
shown on the survey are not acceptable without Lender approval.

(m) Borrower shall provide the Title Company with documentation which will enable the Title
Company to remove the mechanics lien and survey exceptions from the final Title Policy insuring the Lender.

(n) Borrower shall have furnished Lender with a copy of a budget of complete hard and soft
construction costs (the “Budget”), acceptable to Lender.

(o) Borrower shall have furnished Lender an appraisal in form and substance satisfactory to Bank,
indicating a value for the completed Project of not less than Two Million and 00/100 Dollars ($2,000,000.00).

(p) Borrower has reimbursed Lender for reasonable legal fees and all other out-of-pocket expenses
incurred by Lender in connection with the Loan.

4.2. Conditions to each Advance after First Advance. Notwithstanding any other provision in any Loan
Document to the contrary, Lender shall not be obligated to make any disbursement or advance under the Loans unless and
until:

(a) All conditions set forth in Section 4.01 shall have been satisfied and remain true and accurate.

(b) No condition, event, or act which would constitute an event of default under this Agreement or
any of the Loan Documents, which with notic e or lapse of time or both would constitute an event of default,
exists.

(c) All representations and warranties made in this Agreement and in any Loan Document shall be
true and correct.

4.3. Documentation for Advances. Notwithstanding any other provision in any Loan Document to the
contrary, Lender shall have received, as a condition precedent to the making of each advance under the Loans:

(a) A written draw request executed and certified by Borrower, setting forth the amount of the
advance of the Loan sought (which shall not be less than $25,000.00) and such other information or
certifications as Lender may reasonably require.

(b) A certificate signed by Borrower’s Representative, as hereinafter defined, in form and substance,
or similar to, the American Institute of Architects (AIA) Form G702 with a general continuation sheet, AIA Form
G703, or similar document stating the following:

(1) That Borrower’s Representative has personally inspected the Project and/or
Improvements;

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 (2) The total dollar value of all work on the Project and/or Improvements as of the current
inspection;

(3) That all work incorporated into the Project and/or Improvements for which the draw has
been requested is in place and is substantially in accordance with the Plans;

(4) That the Borrower has paid or has a present contractual obligation to pay for such other
costs for which payment is requested;

(5) That in the Borrower’s Representative’s opinion, the undisbursed portion of the Loan
after payment of the requested draw, plus amounts otherwise available to Borrower, will be sufficient to
complete the Project and/or Improvements;

(6) That the work in place is within the boundary lines of the Property, does not encroach
upon any easement, and is in conformity with the Plans and with all applicable building and zoning codes;

(7) Borrower’s Representative’s opinion of the overall percentage of completion of the

Project and/or Improvements at the time of his on-site inspection and the percentage of completion of
each item for which a disbursement has been requested; and

(8) A statement in which the Borrower’s Representative summarized the general progress of
construction of the Project and/or Improvements, any delays due to scarcity of labor, materials, or strikes
of which he is aware, the general quality of workmanship, and whether weather conditions have had a
substantial adverse effect on construction during the period from the last draw until the date of the pending
draw.

(c) A continuation or update of the Policy (which Borrower shall pay for) showing no change in the
status of or matters affecting title (other than as set forth in the original Policy) and reflecting the nonexistence of
intervening liens and/or mechanics liens, along with the Title Company’s endorsement insuring that the then loan
disbursements to date of endorsement have been insured against the intervention of any such liens.

(d) Certifications, affidavits and/or waivers of liens from each of the Contractors and from all
subcontractors and/or materialmen, as applicable, stating (i) the amount of their contract; (ii) the amount they have
been paid to date; (iii) the amount they are owed, whether currently payable or not, as of the date of the
certification; (iv) that they have been paid in full for all work and materials theretofore furnished with respect to
the Improvements and/or the Property to the extent such payments are due; and (v) such other matters as Lender,
in its discretion, may request.

4.4. Final Advance. In addition to the requirements set forth in Sections 4.01, 4.02, and 4.03 hereof,
Lender shall have received, as a condition precedent to the making of the final advance under the Loan:

(a) A policy(ies) of fire and extended coverage insurance for the full replacement of value of the
Improvements situated on the Property, and a certificate of public liability insurance in a minimum amount of
$1,000,000.00. Said policy(ies) shall contain a mortgagee's clause in favor of Lender and shall be issued by
company(ies) reasonably acceptable to Lender and shall be in form and content reasonably acceptable to Lender.

(b) Evidence satisfactory to Lender of the issuance of all appropriate certificates, as applicable, for
the Improvements issued by applicable governmental authorities.

(c) A final “as built” survey showing the completed Improvements.

4.5. Procedure for Disbursing Advances. Notwithstanding anything herein to the contrary, Borrower shall
be entitled to not more than one (1) advance of the Loans each month. Provided that the aggregate of all advances shall

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never exceed the amount of the Loans, Borrower shall be entitled to receive an amount equal to the estimated total
construction costs of the Improvements multiplied by the percentage of completion of construction then attained, less
amounts previously advanced. The percentage of completion of construction at anytime and the estimated total
construction costs shall be determined by Lender in its sole discretion. Notwithstanding anything herein to the contrary, the
Lender shall at all times be entitled to retain funds if, in its sole opinion, there are insufficient funds either remaining
undisbursed in the Loan or in Borrower’s possession to complete construction of the Project and/or Improvements.
Lender shall be authorized and empowered to establish reserves from the undisbursed portion of the Loans in such
amounts which, in the reasonable opinion of Lender, are sufficient to pay or satisfy, in whole or in part, any lien or claim
prejudicia l to the liens or security interests of Lender. The aggregate amount of any such reserves shall be deducted from
the proceeds of the Loans otherwise available for advance in accordance with this Agreement, and any such reserved
funds, when advanced by Lender, shall be deemed to be proceeds of the Loans advanced under this Agreement, whether
or not advanced to the Borrower.

Lender shall not be under any obligation to make any advance of the Loans if Lender shall determine that the
remaining construction costs for the Project and/or Improvements are in excess of the remaining undisbursed portion of the
Loans, unless a cash deposit in the amount of such excess is made by Borrower to Lender.

All advances shall be payable to Borrower except that in the event of a default hereunder, at its option, Lender
may either (i) make all advances directly to Contractor or (ii) may deposit said advances in an appropriately designated
special bank account for disbursement upon compliance with this Section. The execution of this Agreement by Borrower
shall, and hereby does, constitute an irrevocable direction and authorization to advance the funds. No further direction or
authorization from Borrower shall be necessary to warrant such direct advances and all such advances shall satisfy the
obligations of Lender hereunder and shall be secured by the Mortgage and other Loan Documents as fully as if made to
Borrower, regardless of the disposition thereof by a Contractor.

4.6. Disclaimer of Lender. Lender is not responsible for construction of the Project and/or Improvements.
NOTWITHSTANDING INSPECTION OF THE PROJECT AND/OR IMPROVEMENTS, LENDER ASSUMES NO
RESPONSIBILITY FOR THE QUALITY OF CONSTRUCTION, OR WORKMANSHIP, NOR FOR THE
ADHERENCE TO THE PLANS AND SPECIFICATIONS FOR THE PROJECT AND/OR IMPROVEMENTS.

4.7. Lender Merely a Lender. Borrower hereby acknowledges and agrees that the undertaking of Lender
under this Agreement is limited:

(a) LENDER IS NOT AND WILL NOT BE IN ANY WAY THE AGENT FOR OR TRUSTEE
OF BORROWER. LENDER DOES NOT INTEND TO ACT IN ANY WAY FOR OR ON BEHALF OF
BORROWER IN DISBURSING THE PROCEEDS OF THE LOAN. LENDER'S PURPOSE IN MAKING
THE REQUIREMENTS SET FORTH IN THIS AGREEMENT IS TO PROTECT THE VALIDITY AND
PRIORITY OF ITS SECURITY. LENDER DOES NOT INTEND TO BE AND IS NOT AND WILL NOT
BE RESPONSIBLE FOR THE COMPLETION OF THE PROJECT AND/OR IMPROVEMENTS; THE
PAYMENT OF BILLS OR ANY DETAILS IN CONNECTION WITH THE PROJECT AND/OR
IMPROVEMENTS; OR BORROWER'S RELATIONS WITH ANY CONTRACTORS,
SUBCONTRACTORS, MATERIALMEN, OR LABORERS PERFORMING WORK OR SUPPLYING
MATERIALS FOR THE PROJECT AND/OR IMPROVEMENTS.

(b) THIS AGREEMENT IS NOT TO BE CONSTRUED BY BORROWER OR ANYONE

FURNISHING LABOR, MATERIALS, OR ANY OTHER WORK OR PRODUCT FOR IMPROVING THE
PROPERTY AS AN AGREEMENT UPON THE PART OF LENDER TO ASSURE THAT ANYONE WILL
BE PAID FOR FURNISHING SUCH LABOR, MATERIALS, OR ANY OTHER WORK OR PRODUCT;
BORROWER IS AND SHALL BE SOLELY RESPONSIBLE FOR SUCH PAYMENTS.

(c) LENDER ASSUMES NO RESPONSIBILITY FOR THE ARCHITECTURAL OR

STRUCTURAL SOUNDNESS OF THE PROJECT AND/OR IMPROVEMENTS OR FOR THE
APPROVAL OF ANY PLANS AND SPECIFICATIONS IN CONNECTION THEREWITH OR FOR ANY

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 IMPROVEMENTS AS FINALLY COMPLETED.

V
REPRESENTATIONS AND WARRANTIES

Borrower makes the following representations and warranties to Lender and acknowledges that Lender is
extending the Loan in reliance upon them:

5.1. Organization and Authorization.

(a) Borrower has been duly formed and organized as a limited liability company under the laws of the
State of Ohio, is existing, is duly qualified to do business, and is in good standing under the laws of the State of
Ohio and is duly qualified and in good standing in every other jurisdiction where such is required.

(b) The execution, delivery and performance of all of the Loan Documents and the transactions
provided for therein are within the powers of Borrower, have been duly authorized by the managing member of
Borrower, have been executed and delivered in accordance with such authorization, do not contravene nor violate
any provision of law or any of the terms of Borrower's Operating Agreement, or any other contract undertaking or
agreements to which Borrower is a party or by which it is bound, and constitute the valid and binding obligations of
Borrower.

5.2. Name. If Borrower is doing business under a trade name or a fictitious name, Borrower has complied
with such statutes as applicable.

5.3. Compliance with Obligations. There is no provision of any existing indenture, contract, or agreement to
which Borrower is a party or of any law which would be contravened by the execution, delivery or performance of any
Loan Document.

5.4. Financial Condition. The financial statements and other information submitted in connection with the
application for the Loan fairly reflects the financial condition of Borrower; there has been no material adverse change in
the financial condition, business, or operations of Borrower or any of the members since the date of such information; there
are no known contingent liabilities of Borrower, including without limitation any estimated possible liabilities in pending or
threatened litigation which are not reflected in such financial information or disclosed pursuant to Section 5.16 hereof.

5.5. Taxes. Borrower is solvent; has filed all tax returns which are required to be filed by Borrower; is not in
default in the payment of any taxes levied or assessed against Borrower or any of Borrower's assets; has paid or properly
withheld all federal, state, and local withholding taxes on wages and all F.I.C.A., unemployment and workmen's
compensation taxes and premiums required to be paid and/or withheld by Borrower; and is not in default under any
judgment, order, decree, law, rule or regulation of any governmental authority or tribunal to which Borrower may be
subject.

5.6. Business Authority. Borrower has the power and authority to own the Property and to conduct the
business that Borrower presently owns and conducts and will hereafter own and conduct as contemplated by the purposes
of the Loan.

5.7. Property. Borrower has good and marketable fee simple title to all assets owned by it or acquired
thereafter, except, however, property and assets sold or otherwise disposed of in the ordinary course of business. There
are no mortgages, liens, pledges, charges or encumbrances of any nature whatsoever on the Property, Collateral, or assets
of Borrower other than those recited in or permitted by this Agreement and the Security Agreement or as disclosed in
Borrower's financial information.

5.8. Plans for Project and Improvements. To the best knowledge of Borrower, the Plans for the Project
and Improvements are in conformity with the laws and requirements of all governmental agencies or authorities having
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jurisdiction over such Improvements, and there are no prohibitions whatsoever to the development of the Project as
planned, such as wetland designations, flood plain areas, zoning restrictions, or adverse soil conditions.

5.9. Proceeds of Loan. The proceeds of the Loan will be used solely for the purposes set forth herein.

5.10. Borrower to Commence and Complete Project and Improvements. Borrower hereby represents
and agrees that it (i) shall promptly commence construction of the Project and Improvements; (ii) shall carry the
completion of the Improvements forward with diligence in compliance with all applicable building codes, zoning laws,
restrictions, setback lines and ordinances, rules and regulations of federal, state, county or municipal governments or
agencies; (iii) will pay promptly, out of Borrower's own funds or other borrowed sums, all sums in addition to Loan
proceeds which may be necessary to defray the cost of any and all items omitted from, or in addition to, those matters set
forth in the Plans as well as any amounts by which the actual cost of completing the Project and Improvements
exceeds the funds available therefor pursuant to the Loan; (iv) will promptly correct any structural defects in the
Project and Improvements found to exist during the course of completion thereof of which Borrower obtains knowledge
or notice; and
(v) shall construct the Project and Improvements entirely on the Property and will not unlawfully encroach upon any
easement, right-of-way or land of others, and that the Project and Improvements when completed will not violate any
setback lines, applicable use or other restrictions or regulations.

5.11. Authorization. Borrower, to the best of its knowledge, has obtained all licenses, permits, authorizations,
consents or approvals from any governmental authority having jurisdiction thereof, necessary for the construction of
the Project and Improvements; and all such licenses, permits, authorizations, consents or approvals are in full force and
effect.

5.12. Utilities and Access. The Property has adequate rights of access to public rights-of-way and all
adequate water, sanitary sewer and storm drain facilities. All public utilities necessary or convenient to the full use and
enjoyment of said Property and the Improvements are available at the boundaries of the Property, and if not now installed
the same shall be constructed and installed to service the Property and Improvements prior to the completion of the
Improvements.

5.13. Affirmation. Each request for disbursement of funds hereunder, or the receipt of said funds, shall
constitute an affirmation that the representations and warranties contained in this Agreement are true and correct as of the
date thereof.

5.14. No Securities. Neither Borrower, nor anyone acting on its behalf, has directly or indirectly offered to
anyone, other than Lender, the Note or any similar security for sale, or solicited from anyone, other than Lender, any offer
to buy same. The foregoing warranties do not limit any warranties otherwise made by a transferor of any instrument
under any law.

5.15. ERISA. All plans (as the term “plan” is defined in Section 4021(a) of the Employee Retirement Income
Security Act of 1974 as amended or supplemented from time to time (“ERISA”) for which the Borrower is an “employer”
or a “substantial employer” as defined in Section 3(5) and 4001(a)(2) of ERISA, respectively, are in compliance with
ERISA and the regulations and published interpretations thereunder. To the extent Borrower maintains a qualified defined
benefit pension plan:

(a) there exists no accumulated funding deficiency with respect thereto;

(b) no reportable event has occurred and in continuing with respect thereto;

(c) no lien has been filed or threatened to be filed by the Pension Benefit Guaranty Corporation
established pursuant to Subtitle A of Title IV of ERISA; and/or

(d) Borrower has not been deemed to be a substantial employer.

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 5.16. No Litigation. There is no litigation, nor are there any proceedings by or before any public body, agency

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or authority presently pending or threatened against Borrower or any other person, the outcome of which might materially
and adversely affect the continued operations or assets of Borrower, the development of the Project, or the transactions
contemplated by this Agreement, except as set forth on Exhibit “C”, attached hereto and made a part hereof.

5.17. Environmental Representations, Warranties and Covenants.

5.17.1 Definitions.

(a) As used within this Section 5.17 and within Section 5.18 hereof (the Environmental
Indemnification), the term Property shall include all surface waters, groundwater, soils, fill, bedrock and other
strata, sewers, buildings, foundations, piping, and other materials and improvements, on, in, or under the Property.

(b) The terms Hazardous Substance, Release and Transportation shall have the same meanings and
definitions as set forth in the Comprehensive Environmental Response Compensation and Liability Act as
amended, 42 U.S.C. §9601 et seq., and regulations promulgated thereunder (collectively “CERCLA”) and any
corresponding state or local law or regulations, provided, however that as used herein the term Hazardous
Substance shall also include: (i) any Pollutant or Contaminant as those terms are defined by CERCLA or by any
applicable state or local statute, regulations, or ordinance; (ii) any Solid Waste, Hazardous Constituent or
Hazardous Waste as those terms are defined by, or as otherwise identified by, the Resource Conservation and
Recovery Act as amended 42 U.S.C. §6901 et seq., or regulations promulgated thereunder (collectively “RCRA”)
and any other applicable state or local law, regulation or ordinance; (iii) crude oil, petroleum, and fractions or
distillates thereof; (iv) any other material, substance or chemical defined, characterized or regulated as toxic or
hazardous under any applicable law, regulation, ordinance, directive or ruling; and (v) any infectious waster or
medical waste as defined by any applicable federal or state laws or regula tions. The terms Storage, Treatment,
Disposal and Underground Storage Tank shall have the same meanings and definitions as set forth in RCRA.

5.17.2 Representations and Warranties.

Borrower hereby expressly represents and warrants to Lender that during its ownership of the Property,
the following are true as of the time of the execution of this Agreement and shall be true as of the Closing:

(a) There has been no Storage, Treatment or Disposal of Hazardous Waste and no Release or
threatened Release, transportation, or migration of Hazardous Substances in, on, onto or from the Property.

(b) There are no and have been no Underground Storage Tanks (including without limitation, tanks
such as those used to contain heating oil that may be exempt from regulation under RCRA or corresponding state
laws or regulations) located on the Property.

(c) There are no asbestos containing materials incorporated into or otherwise on the Property.

(d) There has been no, nor is there now any, pending, threatened, ongoing or unresolved
administrative or enforcement action, investigation (including, without limitation, information requests pursuant to
CERCLA §103), compliance order, claim, demand, or other litigation brought by governmental authorities or other
third parties, based on environmental laws or otherwise related to Hazardous Substances ever in, on, about, or
transported from the Property.

(e) Borrower has at all times operated its business on, and maintained, the Property in full compliance
with all applicable laws, regulations, and ordinances, including but not limited to those pertaining to the protection of
human health, welfare and the environment and Seller has not utilized, accumulated or generated Hazardous
Substances on the Property except as permitted, allowed or authorized by such laws, regulations and ordinances.

(f) There are no wetlands within the meaning of or as defined by the Clean Water Act, 33 U.S.C.
§404 and regulations promulgated thereunder or any other applicable federal, state or local law, regulation or

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 guidance, located on the Property.

5.17.3 Covenants.

(a) There shall be no Storage, Treatment or Disposal of Hazardous Waste and no Release or
threatened Release, transportation, or migration of Hazardous Substances in, on, onto or from the Property.

(b) There shall be no Underground Storage Tanks located on the Property.

(c) Borrower shall at all times operate and maintain the Property in full compliance with all applicable
laws, regulations, and ordinances, including but not limited to those pertaining to the protection of human health,
welfare and the environment and Seller shall not utilize, accumulate or generate Hazardous Substances on the
Property except as permitted, allows or authorized by such laws, regulations and ordinances, provided, however,
that Borrower shall not engage in or allow the Storage, Treatment or Disposal of Hazardous Waste on the
Property irrespective of a governmental permit or authorization therefor.

(d) Notices of possible violations. Immediately upon receipt, Borrower shall notify Lender of (1) any
notice or knowledge of a violation or possible violation of any hazardous substance laws that may involve the
Property, at any time; (2) any enforcement, cleanup, or other action involving the Property under any hazardous
substance laws; (3) any claim involving the Property relating to any hazardous substance laws, including claims for
contribution and indemnity; and (4) any restriction or possible future restriction on the transfer of the Property
under any hazardous substance law.

(e) Proceedings. Borrower shall notify Lender of the institution of any proceeding involving
hazardous substance laws and shall cooperate in providing Lender with any and all information with respect to the
Property. In the event Borrower is not diligently pursuing and defending any such proceeding, Lender may, but is
not required to, intervene in any such proceeding under hazardous substance laws that in any way affects the
Property. Upon demand, Borrower shall reimburse Lender for Lender's costs in intervening, including reasonable
attorneys' and consultants' fees.

(f) Survival of Environmental Indemnity. Notwithstanding anything to the contrary contained in this
Loan Agreement, the provisions of this Section 5.15 shall be in addition to any and all other obligations and
liabilities Borrower may have to Lender in common law and shall survive the repayment of all sums due under the
Note and the satisfaction of all of the other obligations of Borrower under the Note.

5.18 Environmental Indemnification.

(a) Indemnification. Borrower agrees and covenants that Lender shall not assume any liability or
obligation for loss, damage, fines, penalties, claims or duty to clean-up or dispose of Hazardous Substances, wastes
or materials on or relating to the Property, regardless of any inspections of the Property, made by the Lender or its
designees or agents prior to the consummation of this transaction or as a result of any conveyance of title of the
Property to the Bank by foreclosure, deed in lieu of foreclosure, or otherwise. Borrower agrees to remain fully
liable and shall indemnify and hold harmless Bank from any costs, expenses, clean-up costs, Hazardous
Substances and other waste disposal costs, litigation costs, fines, penalties, including without limitation those costs,
expenses, penalties, and fines within the meaning of CERCLA, and other related liabilities, upon the occurrence of
any environmental-related situation regarding the Property. For purposes of this Section, the term “Bank” shall
also include the agents, employees, directors and shareholders, successors, assigns and insurers of Fifth Third
Bank, or any of its Affiliates.

(b) Borrower's Acknowledgment. Nothing contained herein, in the Mortgage, Loan Documents or any
other documents or arrangements between parties hereto shall be deemed to create any right, obligation or
authority on the part of the Bank to participate in the management, control, operation or function of Borrower's
business, facility or operational affairs, including without limitation Borrower's Hazardous Substance handling

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 practices or to otherwise exercise any decision making control over Borrower's environmental compliance or day-
to-day operations.

5.19. Survival of Warranties. Except as otherwise specifically set forth herein, all covenants, indemnities,
representations and warranties contained or made in this Agreement shall survive the execution of this Agreement and
shall have continuing force and effect until the Loan and Borrower's obligations under the Loan Documents have been
repaid in full.

VI
AFFIRMATIVE COVENANTS

Borrower shall do all of the following:

6.1. Perform Obligations. Perform all of Borrower's obligations and conform to all of Borrower's
representations and warranties contained in all Loan Documents.

6.2. Furnish Financial Information. Furnish to Lender the following financial information:

(a) Within one hundred twenty (120) days after the end of each year, or after extension period
expires, Borrower shall provide Lender with its Federal Tax Returns filed with the United States Internal Revenue
Service.

(b) Within one hundred twenty (120) days, after the end of each year, or after extension period
expires, Borrower shall provide Lender with the Federal Tax Returns of Guarantors and within ninety (90) days
after the end of each year Borrower shall provide Lender with the Personal Financial Statements of Guarantors.

(c) In addition to the financial statements required by subsections 6.02(a) through 6.02(c) hereof,
Borrower shall furnish Lender with such other financial information as it may from time to time reasonably
request.

6.3. Compliance with Local, State and Federal Laws and Regulations. Comply in all material respects
with local, state and federal laws and regulations including but not limited to ERISA, and the regulations and published
interpretations thereof, and regulations issued by OSHA, the FDA and any other agency having jurisdiction over
Borrower's activities.

6.4. Access to Books. Permit Lender or its duly authorized agent to have access to all books, records, and
financial data of Borrower at all reasonable times and provide such additional financial or other information pertaining to
Borrower as Lender may reasonably request. Lender shall use such information soley with respect to the Loan hereunder,
and shall maintain the strict confidentiality of such information at all times.

6.5. Taxes and Liens. Pay and discharge when due all of its respective taxes, assessments, levies and
governmental charges imposed upon its properties, operations, income, products, or profits, and all lawful claims, which if
unpaid might become a lien or charge upon its properties or assets; provided, however, that the provisions of this Section
6.05 shall not apply to any taxes, assessments, levies or other alleged liabilities, the validity of which is being contested in
good faith by appropriate legal proceedings, and provided further, that Borrower shall, if and when requested by Lender,
either (i) set up reserves against such disputed liabilities which shall be reasonably satisfactory to Lender; or (ii) promptly
pay such disputed liabilities.

6.6. Maintenance of Business. Borrower shall maintain its existence in good standing in accordance with all
applicable laws, at all times, and carry on and conduct its business in a manner and form and with the policies and
procedures as the business of Borrower has been carried on to the date hereof.

6.7. Further Assistance. Execute any additional agreements, assignments, or documents deemed reasonably
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necessary or appropriate by Lender to carry out the terms of this Agreement.

6.8. Indemnity. Indemnify Lender for and hold Lender harmless from (including without limit, reasonable
attorneys' fees and litigation expenses) any claims of whatever nature arising out of or related to this Agreement or any of
the Loan Documents in any way, regardless of their merit, except for a breach of this Agreement by Lender.

6.9. Appointment of Borrower's Representative. Appoint a construction manager to be Borrower's

representative (“Borrower's Representative”), satisfactory to Lender, which approval shall not be unreasonably withheld or
delayed, to make all draw requests and to otherwise act for and on behalf of Borrower in connection with disbursements of
the Loan. Borrower hereby agrees that Borrower shall be fully bound by any action taken by Borrower's Representative
on behalf of Borrower in regard to such matters.

6.10. Notice of Litigation. Notify Lender of the filing of any litigation or any proceedings involving a monetary
amount in excess of Twenty-Five Thousand and 00/100 Dollars ($25,000.00) by or before any public body, agency or
authority against Borrower, within thirty (30) days of the filing of same.

6.11. Environmental Compliance. Comply with all hazardous materials laws.

6.12. Notice to Lender. Transmit to Lender, immediately upon receipt thereof, any information whatsoever
having to do with the Property, Improvements or Collateral or in any manner relating thereto of a materially adverse nature
and promptly respond fully to any inquiry of the Lender made with respect thereto.

6.13. Maintenance of Improvements. Maintain the Collateral and the Property, Improvements and the
equipment located thereon in good repair and safe condition at all time.

6.14. Maintenance of Insurance. Maintain and keep in force insurance of the types and in amounts
customarily carried in lines of business similar to Borrower's, including but not limited to, builders risk, fire, public
liability, property damage, and worker's compensation, carried with companies and in such amounts as required
hereunder; and Borrower shall deliver to Lender from time to time at Lender's request a schedule setting forth all
insurance then in effect.

6.15. Depository Relationship. Borrower shall maintain, in good standing, all of its business accounts with
Lender.

VII
NEGATIVE COVENANTS

Without the prior written consent of Lender, Borrower shall not do any of the following:

7.1. No Debt. Except for any Permitted Exceptions (as defined in the Mortgage), create, incur, assume, or
permit to exist any indebtedness secured by any of the Property or the Collateral except (i) indebtedness under this
Agreement or permitted by this Agreement; (ii) indebtedness otherwise owing to Lender; (iii) indebtedness for trade debt
incurred in the ordinary course of Borrower's business; and (iv) to the extent and in the amounts existing on the date
hereof, as disclosed in Borrower's financial statements.

7.2. No Liens. Create, incur, or permit to exist any lien, charge, or encumbrance, upon the Property or the
Collateral (for purposes of the foregoing, a lease of any asset which is treated under FASB 13 as a capitalized lease shall
be a lien or encumbrance against the asset so leased), except for: the Mortgage herein further described in 3.01(a); liens
granted Lender; liens customarily incurred by Borrower in the ordinary course of its business for items not due and
payable, including, but not limited to, mechanic's and materialmen's liens to the extent permitted by, and subject to, the
terms of the Mortgage, and deposits and charges under worker's compensation and social security laws; liens for taxes and
assessments not due and payable to the extent permitted by, and subject to, the terms of the Mortgage; any lien, charge or
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encumbrance which is being contested in good faith by appropriate legal proceedings; purchase money liens permitted by

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any Loan Document; liens upon any property acquired hereafter to which such property is subject at the time of
acquisition; and liens for debt permitted pursuant to Section 7.01 hereof.

7.3. No Mergers or Disposition of Substantial Parts of Borrower's Properties or Assets. Sell, lease,
transfer, or otherwise dispose of all or a substantial part of Borrower's properties or assets except as otherwise provided
herein or in the Security Agreement; consolidate with or merge into any entity or permit any entity to merge into Borrower
or acquire all or substantially all of the property or assets of any other person or entity.

7.4. No Guarantees. Guarantee or otherwise in any way become or be responsible for the indebtedness or
obligations of any other person, contingently or otherwise, except, however, for the endorsement of negotiable instruments
for collection by Borrower in the ordinary course of business.

7.5. No Sale of Accounts. Sell, assign, or discount any of Borrower's accounts or notes receivable except in
the ordinary course of business.

7.6. No Sale or Transfers. Except as may be permitted by the Mortgage, sell, pledge, assign, lease, or
transfer the Property or any part thereof, nor sell, pledge, assign or transfer all or substantially all of Borrower's assets.

7.7. No Change in Management. Make any material adverse change in the management of Borrower. The
death of one or more principal members of the limited liability company shall not be considered an “adverse change in
management”, provided that the limited liability company continues to function as a viable entity under management by
the remaining members. The resignation, buy-out or incapacity of one human member of the limited liability company shall
not be considered an “adverse change in management”, provided that the limited liability company continues to function
as a viable business entity by its remaining members and there is no default in the loan agreement, note or mortgage
and no substantial diminution of the collateral securing the loan.

7.8. Transfer or Sale of Borrower. Sell or otherwise transfer or dispose of, permit the transfer or sale of,
any equity in Borrower without the prior written consent of Lender, which consent shall not be unreasonably withheld.

7.9. No Loans or Advances. Make loans or advances to anyone or any entity.

VIII
DEFAULT AND REMEDIES

8.1. Default. A default shall occur whenever any one or more of the following occurs:

(a) Any failure by Borrower to pay any amount due under the Note, or any amount when due under
any of the other Loan Documents;

(b) Any default by Borrower under Section 13 of the Mortgage;

(c) Any Loan Documents shall at any time for any reason be declared to be null and void; or the
default of any one of the Unlimited Payment Guaranties.

(d) Borrower shall be in default under the terms of any note, loan agreement, security agreement,
mortgage, documents, other agreement or Loan Document with or given to Lender or any other party listed on the
Permitted Exceptions exhibit to the Mortgage, and any such default continues beyond any grace periods therein
provided;

(e) Borrower or Guarantor(s) by itself or by anyone acting on its behalf, admits or admit insolvency or
bankruptcy in writing, becomes insolvent or bankrupt, initiates insolvency proceedings, dissolves, winds up affairs,
or terminates existence;

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 (f) Any insolvency proceeding is commenced against Borrower or Guarantor(s) which it fails to have
dismissed within sixty (60) days after the date of filing;

(g) The dissolution or termination of business or death of the Borrower or Guarantor(s);

(h) In the event, at any time, any representation or warranty made by Borrower herein shall be
incorrect in any material respect and not cured for thirty (30) days after written notice from Lender or such longer
period of time as is necessary to cure the default, provided Borrower has commenced to cure the default within
said thirty (30) day period and diligently pursues curing the default thereafter;

(i) Any failure by Borrower or Guarantor(s) to perform any other covenant or agreement, or to meet
any other condition required to be paid, performed, or met by any Loan document or by any other agreement or
contract between Borrower and Lender or any failure to conform to any other warranty or representation
contained in any Loan Document or in any other agreement or contract between Borrower and Lender for a
period of thirty (30) days after the receipt of written notice from Lender or such longer period of time as is
necessary to cure the default, provided Borrower has commenced to cure the default within said thirty (30) day
period and diligently pursues curing the default thereafter;

(j) In the judgment of Lender, an adverse change occurs in the ability of Borrower to repay the Loan,
or the Lender deems itself insecure.

8.2. Remedies upon Default. Immediately upon the occurrence of any default as defined in Section 8.01
hereof, and continuously thereafter until Lender waives the default in writing, at Lender's option:

(a) The outstanding balance of the Loan and all interest accrued thereon any amounts due pursuant to
any of the Loan Documents shall be accelerated and shall be immediately due and payable without demand,
presentment of any kind, notice of dishonor, protest, notice for protest, or other notice of any kind, all of which are
waived; and/or

(b) Without waiving any prior or subsequent default, Lender may either waive or, with or without
waiving it, remedy any default; and/or

(c) Lender may proceed to seek payment under the Guaranty(ies) or otherwise pursue its remedies
thereunder; and/or

(d) Lender may otherwise exercise any remedy or right granted in any Loan Document or provided
by law or in equity and, in so doing, incur reasonable expenses (including attorneys' fees).

8.3. Advances by Lender.

(a) At any time and from time to time during the term of this Agreement, Lender may incur and/or
pay and/or advance costs or expenses (i) that Lender is authorized or has the right (but not necessarily the
obligation) to incur under any term of any Loan Document or any law; (ii) in exercising any right or remedy
provided by any term of any Loan Document or in taking any action which Lender is authorized to take by any
term of any Loan Document; (iii) required to be paid by Borrower by any term of any Loan Document, but which
Borrower fails to pay upon demand; or (iv) from which Borrower is required to hold Lender harmless by any term
of any Loan Document, but from which Borrower fails to hold Lender harmless.

(b) Any costs, expenses, or advances in excess of the stated amount of the Note incurred or paid by
Lender under subsection 8.03(a) shall be payable to Lender within thirty (30) days after written demand, together
with interest thereon at the Default Rate as defined in the Note from the date of disbursement by Lender.
Payment of such costs, expenses, or advances shall be secured by the security for the Loan.

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 8.4. Construction of Rights and Remedies and Waiver of Notice and Consent.

(a) The provisions of this Paragraph 8.04 shall apply to all rights and remedies provided by any Loan
Document or by law or equity.

(b) Unless otherwise expressly provided, any right or remedy may be pursued without notice to or
further consent of Borrower, both of which Borrower waives.

(c) All time periods or grace periods in the Loan Documents, if any, relating to a default shall run
concurrently and Borrower shall have the benefit of the longest such period applicable.

(d) Each right or remedy is distinct from but cumulative to each other right or remedy and may be
exercised independently of, concurrently with, or successively to any other rights and remedies.

(e) No extension of time for payment or modification of amortization of the Loan shall release the
liability or bar the availability of any right or remedy against Borrower or any successor in interest, and Lender
shall not be required to commence proceedings against Borrower or any successor or to extend time for payment
or otherwise to modify amortization of the Loan secured by this Agreement by reason of any demand by Borrower
or any successor.

(f) Lender has the right to proceed at its election against all security for the Loan or against any item
or items of such security from time to time and no action against any item or items of security shall bar subsequent
actions against any item or items of security.

(g) No forbearance in exercising any right or remedy shall operate as a waiver thereof; no
forbearance in exercising any right or remedy on any one or more occasions shall operate as a waiver thereof on
any further occasion; and no single or partial exercise of any right or remedy shall preclude any other exercise
thereof or the exercise of any other right or remedy.
IX
MISCELLANEOUS

9.1. Definitions. All terms defined by the Uniform Commercial Code as adopted in Ohio shall have the
meanings given therein, unless otherwise defined herein.

9.2. Notices. Any notices, statements, requests, demands, consents, or other documents required to be given
under any Loan Document (all of which may be referred to as “notices”) by either party shall be in writing and shall be
delivered personally or by certified mail, postage prepaid, return receipt requested, to the addresses set forth at the
beginning or to such other address of which the party to receive the same shall, from time to time, notify and advise the
other party. All notices shall be deemed given when actually received.

9.3. Law. This Agreement evidences an Indiana transaction secured in part by real estate located in Indiana
and shall be construed and interpreted under the laws of the State of Indiana.

9.4. Assignment, etc. This Agreement shall be binding upon Borrower and Borrower's successors and
assigns and shall be binding upon and inure to the benefit of Lender and its successors and assigns. Borrower may not
assign this Agreement.

9.5. Amendment. This Agreement may be amended, but only by a written amendment signed by Lender and
by Borrower.

9.6. Severability of Provisio ns. If any provision of any Loan Document or the application of any provision
of any Loan Document to any party or circumstance shall, to any extent, be adjudged invalid or unenforceable, the
application of such provision to other parties or circumstances and the application of the remainder of such Loan
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Document and all other Loan Documents shall not be affected thereby. Each provision of all Loan Documents shall be
valid and enforceable to the fullest extent permitted by law.

9.7. Headings. The headings contained in this Agreement have been inserted for convenience of reference
only and are not to be used in interpreting this Agreement.

9.8. Number and Gender. Where appropriate, the number of all words in this Agreement shall be singular or
plural or both and the gender of all pronouns shall be masculine, feminine, neuter, or any combination thereof.

9.9. Reimbursement and Fees. Borrower shall pay directly or reimburse Lender for costs and expenses
incurred in connection with closing the loan, including: (i) attorney's fees and other reasonable closing costs of Lender, (ii)
all title insurance costs including but not limited to search fees, commitment fees and title insurance premiums; (iii) the cost
of surveys; (iv) appraisals; (v) recording costs, transfer fees and mortgage taxes; (vi) fees for UCC searches and filings;
and (vii) escrow agent fees, if any.

9.10. Other Loan Documents. This Agreement is part of a single transaction which includes all other Loan
Documents, all of which are to be read as a whole in determining the entire agreement and intent of the parties.

9.11. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed
an original, but all of which shall constitute one and the same instrument.

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 IN WITNESS WHEREOF, Fifth Third Bank, and Borrower, have executed or caused this Agreement to be
executed by their duly authorized representatives as of the date first above written.

WITNESSES: HOMESTEAD DEVELOPERS, LTD.,

an Ohio limited liability company

_______________________________ By: Ridge Stone Builders & Developers, Ltd., an Ohio

limited liability company, Managing Member

_______________________________ By:___________________________________
Brian J. Gruber, Managing Member

FIFTH THIRD BANK, an Ohio banking corporation

________________________________ By:____________________________________
Andrew L. Maher, Commercial Loan Representative

________________________________

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 EXHIBIT A

Legal Description

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 EXHIBIT B

Closing Loan Documents

1. Loan Agreement

2. Cognovit Draw Note

3. Cognovit Line of Credit

4. Open-End Mortgage

5. Insurance – building and equipment and general liability, hazard and builder’s risk with respect to Project

6. Appraisal

7. Environmental Report

8. Budget

9. Preliminary plan approval or other evidence of governmental approval

10. Title Insurance Policy with respect to Project

11. Survey

12. Limited Liability Company Resolution of Homestead Developers, Ltd.

13. Limited Liability Company Resolution of Ridge Stone Builders & Developers, Ltd.

14. Any other reasonable documents or affidavits required by Title Company or Bank or its Counsel to close the loan
and perfect its security interests.

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 EXHIBIT C

Litigation

None.

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