<SUBMISSION>
<ACCESSION-NUMBER>0000950137-01-000327
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20010126
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>HELP AT HOME INC
<CIK>0001001109
<ASSIGNED-SIC>8082
<IRS-NUMBER>364033986
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
<ACT>34
<FILE-NUMBER>005-46019
<FILM-NUMBER>1516637
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>223 WEST JACKSON
<STREET2>STE 500
<CITY>CHICAGO
<STATE>IL
<ZIP>60606
<PHONE>3126634244
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>233 W JACKSON STE 500
<CITY>CHICAGO
<STATE>IL
<ZIP>60606
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>HAH HOLDINGS LLC
<CIK>0001121614
<ASSIGNED-SIC>
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>676 N MICHIGAN AVE
<STREET2>SUITE 3000
<CITY>CHICAGO
<STATE>IL
<ZIP>60611
<PHONE>3129433900
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>676 N MICHIGAN AVE
<STREET2>SUITE 3000
<CITY>CHICAGO
<STATE>IL
<ZIP>60611
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>c59725a1sc13da.txt
<DESCRIPTION>AMENDMENT #1 TO SCHEDULE 13D
<TEXT>

<PAGE>   1
                                 SCHEDULE 13D

                                 (RULE 13d-101)

  Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
               Amendments Thereto Filed Pursuant to Rule 13d-2(a)

                                Amendment No. 1
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13D

                  Under the Securities Exchange Act of 1934


                               HELP AT HOME, INC.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                    Common Stock, par value $0.02 per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                  422 913 103
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                Frank D. Zaffere
                                HAH Holdings LLC
                        676 N. Michigan Ave., Suite 3000
                               Chicago, IL 60611
                                 (312) 943-0900
--------------------------------------------------------------------------------
          (Name, Address and Telephone Number of Person Authorized to
                      Receive Notices and Communications)


                                August 19, 2000
--------------------------------------------------------------------------------
            (Date of Event which Requires Filing of this Statement)


     If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.

          Note: Schedules filed in paper format shall include a signed original
     and five copies of the schedule, including all exhibits.  See Rule
     13d-7(b) for other parties to whom copies are to be sent.

          *The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject class of
     securities, and for any subsequent amendment containing information which
     would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).


<PAGE>   2

CUSIP NO. 422 913 103             13D                        PAGE 2  OF  4 PAGES
--------------------------------------------------------------------------------
1   NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
    (ENTITIES ONLY)
    HAH Holdings LLC
--------------------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (See Instructions)
                                                                         (a) [ ]
                                                                         (b) [ ]
--------------------------------------------------------------------------------
3   SEC USE ONLY


--------------------------------------------------------------------------------
4   SOURCE OF FUNDS (See Instructions)

    BK
--------------------------------------------------------------------------------
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
    TO ITEM 2(d) OR 2(e)                                                     [ ]

--------------------------------------------------------------------------------
6   CITIZENSHIP OR PLACE OF ORGANIZATION

    State of Delaware
--------------------------------------------------------------------------------
                7   SOLE VOTING POWER
  NUMBER OF
                    1,031,869
   SHARES      -----------------------------------------------------------------
                8   SHARED VOTING POWER
BENEFICIALLY
                    0
OWNED BY EACH  -----------------------------------------------------------------
                9   SOLE DISPOSITIVE POWER
  REPORTING
                    1,031,869
   PERSON      -----------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER
    WITH
                    0
--------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,031,869
--------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES (See Instructions)                                       [ ]

--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     55.74%
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON (See Instructions)

     00
--------------------------------------------------------------------------------

<PAGE>   3
ITEM 1. SECURITY AND ISSUER

     This Statement on Schedule 13D (the "Schedule 13D") relates to shares of
Common Stock, par value $0.02 per share (the "Common Stock"), of Help at Home,
Inc. ("Help at Home"), which has its principal executive office at 223 W.
Jackson Blvd., Suite 500, Chicago, IL 60601.


ITEM 2. IDENTITY AND BACKGROUND

     HAH Holdings LLC, a Delaware limited liability company ("HAH Holdings" and
"Reporting Person"), was formed solely for the purpose of acquiring a
controlling interest in Help at Home. Such acquisition was made pursuant to a
Stock Purchase Agreement dated July 31, 2000 by and between HAH Holdings and
Louis Goldstein ("Goldstein"), whereby HAH Holdings purchased 959,999 shares of
Common Stock from Goldstein at $1.85 per share for a total purchase price of
$1,775,998.15. The business address and principal office address of the
Reporting Person and of persons named below is 676 N. Michigan Ave., Suite 3000,
Chicago, IL 60611. Each of the individuals listed below is a U.S. citizen.

         The following individuals are the executive officers of HAH Holdings:
         (i) Lloyd Baretz, Chairman and Chief Executive Officer; (ii) Joe
         Zeleski, Treasurer; and (iii) Frank Zaffere, Secretary. HAH Holdings'
         board of managers consists of Lloyd Baretz, Ron Berthiaume and Frank
         Zaffere. Each of the officers and managers is an employee of LJB
         Holdings LLC, an Illinois limited liability company ("LJB"), which is a
         holding company with investments in financial services and other
         companies and, through one or more intermediaries, controls HAH
         Holdings.

     To the knowledge of the Reporting Person, during the last five years,
neither the Reporting



<PAGE>   4
Person, nor the executive officers and managers of HAH Holdings have (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.


ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

     HAH Holdings purchased 959,999 shares of Common Stock on August 3, 2000,
from Louis Goldstein at $1.85 per share for a total purchase price of
$1,775,998.15. The purchase price was made available to HAH Holdings in the form
of a loan from LJB. Such funds were made available to LJB by American National
Bank and Trust Company of Chicago ("Lender") in the form of a $2,000,000
unsecured loan that will mature on February 28, 2001, and bears interest at 1%
per annum in excess of the Lender's prime rate (the "Loan"). The Loan is
personally guaranteed by Lloyd J. Baretz. HAH Holdings may assume LJB's
obligations for the $2,000,000 unsecured loan.

     HAH Holdings purchased 71,870 additional shares of Common Stock on January
19, 2001, from Robert Kirshner and affiliates of Robert Rubin at $1.84 per
share for a total purchase price of $132,241. The purchase price was made
available to HAH Holdings in the form of a loan from LJB. Such funds were made
available to LJB from internally generated funds.

ITEM 4. PURPOSE OF TRANSACTION

     HAH Holdings acquired 959,999 shares of Common Stock on August 3, 2000, to
obtain a controlling interest in Help at Home. HAH Holdings acquired 71,870
additional shares on January 19, 2001, to further its controlling interest in
Help at Home.

     As a result of HAH Holdings' acquisition of the Common Stock, Louis
Goldstein resigned from the Board on August 3, 2000, leaving a vacancy on the
Board. Robert Kirshner and Robert Rubin resigned from the Board on January
19, 2001. As of January 19, 2001, the Board of Directors of Help at Home
consists of one person and the sole director is Joel Davis. HAH Holdings may
seek changes in the composition of the Board at or prior to Help at Home's
annual meeting of stockholders.

     HAH Holdings does not currently intend to acquire additional Common Stock
but may do so from time to time. In addition, the acquisition of the Common
Stock could result in (i) changes in the capitalization or dividend policy of
Help at Home, (ii) changes in Help at Home's Charter and/or Bylaws that may
impede the acquisition of control of Help at Home by any person other than HAH
Holdings, (iii) changes in Help at Home's corporate or business structure,
including, but not limited to, liquidation or reorganization, (iv) a sale or
transfer of a material amount of assets of Help at Home or of any of Help At
Home's subsidiaries, (v) HAH Holdings' acquisition of additional shares of
Common Stock or other securities through open market purchases, privately
negotiated transactions or comparable transactions, or otherwise or (vi) other
events comparable to those enumerated







<PAGE>   5
above. Furthermore, HAH Holdings may dispose of some or all of the shares of
Common Stock held by it. Although the foregoing represents the range of
activities that may be taken by HAH Holdings with respect to Help at Home,
the possible activities of HAH Holdings are subject to change at any time.

ITEM 5. INTERESTS IN SECURITIES OF ISSUER

     HAH Holdings is the beneficial owner of 1,031,869 shares of Common Stock.
Such shares of Common Stock constitute 55.74% of the issued and outstanding
Common Stock. HAH Holdings has the sole power to vote and dispose of such shares
of Common Stock, in addition to the sole right to receive or direct dividends,
and to receive proceeds from the sale of, such Common Stock.


ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER

     On January 19, 2001, HAH Holdings and Lloyd J. Baretz entered into a
financing arrangement with the Lender, pursuant to which they borrowed
$4,000,000, which will bear interest at 2% per annum in excess of the Lender's
prime rate, is due on March 31, 2001, and is secured by a pledge of 1,031,869
shares of Common Stock.


ITEM 7. MATERIALS TO BE FILED AS EXHIBITS

         Exhibit 1  Term Note (Unsecured) by and between LJB Holdings
                    LLC and American National Bank and Trust Company of
                    Chicago.

         Exhibit 2  Lloyd J. Baretz's personal guarantee.

         Exhibit 3  Term Note (Secured) by and between HAH Holdings LLC, Lloyd
                    J. Baretz and American National Bank and Trust Company of
                    Chicago.

         Exhibit 4  Pledge Agreement between HAH Holdings LLC and American
                    National Bank and Trust Company of Chicago.
<PAGE>   6



                                    SIGNATURE

     After reasonable inquiry to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.


Dated: January 26, 2001


HAH HOLDINGS LLC



/s/ Lloyd J. Baretz
-------------------------
By: Lloyd J. Baretz
Its: Chairman




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>c59725a1ex99-1.txt
<DESCRIPTION>TERM NOTE (UNSECURED)
<TEXT>

<PAGE>   1
                                                EXHIBIT 1
                                                AMERICAN NATIONAL BANK
                                                AND TRUST COMPANY OF CHICAGO
--------------------------------------------------------------------------------
                              TERM NOTE (UNSECURED)
--------------------------------------------------------------------------------
$2,000,000.00                               CHICAGO, ILLINOIS  December 1, 2000
                                                        DUE:   February 28, 2001

         FOR VALUE RECEIVED, the undersigned (jointly and severally if more than
one) ("Borrower"), promises to pay to the order of American National Bank and
Trust Company of Chicago ("Bank"), at its principal place of business in
Chicago, Illinois or such other place as Bank may designate from time to time
hereafter, the principal sum of Two Million and 00/100 Dollars, or such lesser
principal sum as may then be owed by Borrower to Bank hereunder. Borrower's
obligations and liabilities to Bank under this Note ("Borrower's Liabilities")
shall be due and payable on February 28, 2001.

         This Note restates and replaces a Term Note (Unsecured) in the
principal amount of $2,000,000.00 dated August 1, 2000 executed by Borrower in
favor of Bank (the "Prior Note") and is not a prepayment of the Prior Note.

         The unpaid principal balance of Borrower's Liabilities due hereunder
shall bear interest from the date of disbursement until paid, computed at a
daily rate equal to the daily rate equivalent of 1.00% per annum in excess of
the rate of interest announced from time to time by Bank or its parent as its
prime rate of interest, which is not necessarily the lowest rate charged to its
customer (the "Prime Rate") (computed on the basis of a 360-day year and actual
days elapsed); provided, however, that in the event that any of Borrower's
Liabilities are not paid when due, the unpaid amount of Borrower's Liabilities
shall bear interest after the due date until paid at a rate equal to the sum of
the rate that would otherwise be in effect plus 3%.

         The rate of interest to be charged by Bank to Borrower shall change
from time to time when and as the Prime Rate changes.

         Accrued interest shall be payable by Borrower to Bank on the same day
of each month, and at maturity, commencing with the last day of August, 2000, or
as billed by Bank to Borrower, at Bank's principal place of business, or at such
other place as Bank may designate from time to time hereafter. After maturity,
accrued interest on all of Borrower's Liabilities shall be due and payable on
demand.

         Borrower warrants and represents to Bank that Borrower shall use the
proceeds represented by this Note solely for proper business purposes and
consistently with all applicable laws and statutes.

         Borrower warrants and represents to Bank that upon the occurrence of
Lloyd J. Baretz acquiring 100% ownership of Help at Home, Inc., Borrower shall
factor the receivables of Help at Home, Inc. to the Borrower's outstanding
obligation and liabilities to the Bank.

         Borrower warrants and represents to and covenants with Bank that
Borrower shall furnish to Bank: (a) as soon as available but not later than 90
days after the end of each calendar year, the signed personal financial
statement of Lloyd J. Baretz; and (b) such other data and information (financial
and otherwise) as Bank, from time to time, may request.

         Any deposits or other sums at any time credited by or payable or due
from Bank to Borrower, or any monies, cash, cash equivalents, securities,
instruments, documents or other assets of Borrower in the possession or control
of Bank or its bailee for any purpose, may be reduced to cash and applied by
Bank to or setoff by Bank against Borrower's Liabilities.

         The occurrence of any one of the following events shall constitute a
default by the Borrower ("Event of Default") under this Note: (a) if Borrower
fails to pay any of Borrower's Liabilities when due and payable or declared due
and payable (whether by scheduled maturity, required payment, acceleration,
demand or otherwise); (b) if Borrower or any guarantor of any of Borrower's
Liabilities fails or neglects to perform, keep or observe any term, provision,
condition, covenant, warranty or representation contained in this Note; (c)
occurrence of a default or an event of default under any agreement, instrument
or document heretofore, now or at any time hereafter delivered by or on behalf
of Borrower to Bank; (d) occurrence of a default or an event of default under
any agreement, instrument or document heretofore, now or at any time hereafter
delivered to Bank by any guarantor of Borrower's Liabilities or by any person or
entity which has granted to Bank a security interest or lien in and to some or
all such person's or entity's real or personal property to secure the payment of
Borrower's Liabilities; (e) if any of Borrower's assets are attached, seized,
subjected to a writ, or are levied upon or become subject to any lien or come
within the possession of any receiver, trustee, custodian or assignee for the
benefit of creditors; (f) if a notice of lien, levy or assessment is filed of
record or given to Borrower with respect to all or any of Borrower's assets by
any federal, state or local department or agency; (g) if Borrower or any
guarantor of Borrower's Liabilities becomes insolvent or generally fails to pay
or admits in writing its inability to pay debts as they become due, if a
petition under Title 11 of the United States Code or any similar law or
regulation is filed by or against Borrower or any such guarantor, if Borrower or
any such guarantor shall make an assignment for the benefit of creditors, if any
case or proceeding is filed by or against Borrower or any such guarantor for its
dissolution or liquidation, or if Borrower or any such guarantor is enjoined,
restrained or in any way prevented by court order from conducting all or any
material part of its business affairs; (h) the death or incompetency of Borrower
or any guarantor of Borrower's Liabilities, or the appointment of a conservator
for all or any portion of Borrower's assets; (i) the revocation,



<PAGE>   2
termination or cancellation of any guaranty of Borrower's Liabilities without
written consent of Bank; (j) if a contribution failure occurs with respect to
any pension plan maintained by Borrower or any corporation, trade or business
that is, along with Borrower, a member of a controlled group of corporations or
a controlled group of trades or businesses (as described in Sections 414(b) and
(c) of the Internal Revenue Code of 1986 or Section 4001 of the Employee
Retirement Income Security Act of 1974, as amended, "ERISA") sufficient to give
rise to a lien under Section 302(f) of ERISA; (k) if Borrower or any guarantor
of Borrower's Liabilities is in default in the payment of any obligations,
indebtedness or other liabilities to any third party and such default is
declared and is not cured within the time, if any, specified therefor in any
agreement governing the same; (l) if any material statement, report or
certificate made or delivered by Borrower, any of Borrower's partners, officers,
employees or agents or any guarantor of Borrower's Liabilities is not true and
correct; or (m) if Bank is reasonably insecure.

         Upon the occurrence of an Event of Default, at Bank's option, without
notice by Bank to or demand by Bank of Borrower, all of Borrower's Liabilities
shall be immediately due and payable.

         All of Bank's rights and remedies under this Note are cumulative and
non-exclusive. The acceptance by Bank of any partial payment made hereunder
after the time when any of Borrower's Liabilities become due and payable will
not establish a custom or waive any rights of Bank to enforce prompt payment
hereof. Bank's failure to require strict performance by Borrower of any
provision of this Note shall not waive, affect or diminish any right of Bank
thereafter to demand strict compliance and performance therewith. Any waiver of
an Event of Default hereunder shall not suspend, waive or affect any other Event
of Default hereunder. Borrower and every endorser waive presentment, demand and
protest and notice of presentment, protest, default, non-payment, maturity,
release, compromise, settlement, extension or renewal of this Note, and hereby
ratify and confirm whatever Bank may do in this regard. Borrower further waives
any and all notice or demand to which Borrower might be entitled with respect to
this Note by virtue of any applicable statute or law (to the extent permitted by
law).

         Borrower agrees to pay, immediately upon demand by Bank, any and all
costs, fees and expenses (including reasonable attorneys' fees, costs and
expenses) incurred by Bank (i) in enforcing any of Bank's rights hereunder, and
(ii) in representing Bank in any litigation, contest, suit or dispute, or to
commence, defend or intervene or to take any action with respect to any
litigation, contest, suit or dispute (whether instituted by Bank, Borrower or
any other person) in any way relating to this Note or Borrower's Liabilities,
and to the extent not paid the same shall become part of Borrower's Liabilities.

         This Note shall be deemed to have been submitted by Borrower to Bank
and to have been made at Bank's principal place of business. This Note shall be
governed and controlled by the internal laws of the State of Illinois and not
the law of conflicts.

         TO INDUCE BANK TO ACCEPT THIS NOTE, BORROWER IRREVOCABLY AGREES THAT,
SUBJECT TO BANK'S SOLE AND ABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS IN ANY
WAY, MANNER OR RESPECT, ARISING OUT OF OR FROM OR RELATED TO THIS NOTE SHALL BE
LITIGATED IN COURTS HAVING SITUS WITHIN THE CITY OF CHICAGO, STATE OF ILLINOIS.
BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR
FEDERAL COURT LOCATED WITHIN SAID CITY AND STATE. BORROWER HEREBY WAIVES ANY
RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT
AGAINST BORROWER BY BANK IN ACCORDANCE WITH THIS PARAGRAPH.

         BORROWER IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION,
SUIT, COUNTERCLAIM OR PROCEEDING (i) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN
CONNECTION WITH THIS NOTE OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH, OR
(ii) ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH OR RELATED TO
THIS NOTE OR ANY SUCH AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT, AND AGREES
THAT ANY SUCH ACTION, SUIT, COUNTERCLAIM OR PROCEEDING SHALL BE TRIED BEFORE A
COURT AND NOT BEFORE A JURY.



                                                     Borrower:
Address:  676 N. Michigan Ave., Suite 3000
          Chicago, Illinois  60611                   LJB Holdings LLC
                                                     By:  /s/ Lloyd Baretz
                                                     Its: Manager


1158504

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>c59725a1ex99-2.txt
<DESCRIPTION>LLOYD J. BARETZ'S PERSONAL GUARANTEE TO THE LOAN
<TEXT>

<PAGE>   1
                                                EXHIBIT 2
                                                AMERICAN NATIONAL BANK
                                                AND TRUST COMPANY OF CHICAGO
--------------------------------------------------------------------------------
                                    GUARANTY
--------------------------------------------------------------------------------

         WHEREAS, LJB Holdings L.L.C., a limited liability company organized
under the laws of Illinois; with principal offices located at 676 N. MICHIGAN
AVE., 30TH FLR, CHICAGO, IL 60611 (hereafter referred to as the "Borrower"),
desires or may desire at some time and/or from time to time to obtain financial
accommodation from AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO
(hereafter referred to as the "Bank"); and

         WHEREAS, the undersigned guarantor is an individual(s) desiring to
induce the Bank at its option, at any time, or from time to time, to extend
financial accommodation to the Borrower (said undersigned individual(s) is
severally hereinafter referred to as the "undersigned").

1.       NOW THEREFORE, FOR VALUE RECEIVED, and in consideration of advances,
credit or other financial accommodation heretofore, now or hereafter at any
time extended to the Borrower by the Bank, the undersigned (jointly and
severally if there is more than one guarantor) hereby unconditionally
guarantee(s) the full and prompt payment to the Bank at maturity, whether by
acceleration or otherwise, and at all times thereafter of any and all
"Indebtedness". "Indebtedness" shall mean obligations and liabilities of every
kind and nature of the Borrower to the Bank (including all indebtedness,
obligations and liabilities of partnerships, created or arising while the
Borrower is or was a member thereof), including principal and interest, however
evidenced, whether now existing or hereafter created or arising, directly or
indirectly, primary or secondary, absolute or contingent, due or to become due,
or joint or several, and however owned, held or acquired, whether through
discount, overdraft, returned checks, purchase, direct loan or as collateral,
or otherwise.

         The undersigned further unconditionally guarantees the prompt, full
and faithful performance and discharge by the Borrower of all of the terms,
conditions, agreements, representations and warranties on the part of the
Borrower contained in any agreement, or in any modification or addenda thereto
or substitution thereof in connection with any advance, credit or financial
accommodation afforded by the Bank to the Borrower.

         The undersigned further agree(s) to pay all expenses, including,
without limitation, legal fees and court costs paid or incurred by the Bank in
endeavoring to collect the Indebtedness, or any part thereof, in enforcing this
guaranty, arising out of any post-judgment proceedings, or in defending any
suit based on any act or omission of the Bank with respect to the Indebtedness,
collateral, or this guaranty or in connection with any Recovery Claim
hereinbelow defined (hereafter, collectively referred to as "Expenses").

2.      The term "Guaranteed Debt," as used herein, shall be deemed to mean an
amount equal to all of the Indebtedness plus all Expenses and all interest on
the Indebtedness.

3.      In case of the death, incompetence, dissolution, liquidation or
insolvency (however evidenced) of the Borrower, a principal of the Borrower, or
any guarantor of the Indebtedness or in case any bankruptcy, reorganization,
debt arrangement or other proceeding under any bankruptcy or insolvency law, or
any dissolution, liquidation or receivership proceeding, is instituted by or
against the Borrower, or any of the undersigned or any other guarantor of the
Indebtedness or the inability of the Borrower or any of the undersigned to pay
debts as they mature, or in case of the assignment by the Borrower or any of
the undersigned for the benefit of creditors, then upon the occurrence of any
such event, all Guaranteed Debt then existing shall at the option of the Bank,
without notice to anyone, immediately become due or accrued and be payable from
the undersigned (or any thereof if more than one guarantor).

4.      All payments received from whatever source shall be applied toward the
payment of the Indebtedness in such order of application as the Bank may in its
sole discretion, from time to time elect, and this determination shall be
conclusive upon the undersigned.

5.      Guarantor warrants and represents to and covenants with Bank that
Guarantor shall furnish to Bank; (a) as soon as available but not later than 90
days after the end of each calendar year, a signed personal financial statement
of the Guarantor; and (b) such other data and information (financial and
otherwise) as Bank, from time to time, may request.

6.      This guaranty shall in all respects be a continuing, absolute and
unconditional guaranty, and shall remain in full force and effect with respect
to each guarantor until written notice shall have been actually received by the
Bank by first class or certified mail, of its discontinuance as to such
guarantor, or of the death or dissolution of such guarantor, and also until all
Guaranteed Debt created or existing before receipt of such notice shall have
been fully paid. In case of any such discontinuance, or death or dissolution of
any guarantor or guarantors and notice thereof to the Bank, this guaranty shall
nevertheless continue and remain in

<PAGE>   2
force against the other guarantor or guarantors until discontinued as to such
other guarantor or guarantors as herein provided. No compromise, settlement,
release or discharge of, or indulgence with respect to, or failure, negligence
or omission to enforce or exercise any right against, any one or more
guarantors or the fact that at any time or from time to time, all the
Guaranteed Debt may have been paid in full, shall release or discharge the
undersigned. In the event of the death of the undersigned, this guaranty shall
continue as to all Indebtedness theretofore incurred by the Borrower even
though said Indebtedness is renewed or the time of maturity of Indebtedness is
extended without the consent of the executors or administrators of the
undersigned. This guaranty shall be valid, irrespective of the validity,
regularity or enforceability of any instrument, writing or agreement relating
to any Indebtedness, whether or not such Indebtedness is due or to become due
before or after any bankruptcy or insolvency proceeding involving the Borrower.

7.      The liability hereunder shall in no way be affected or impaired by any
of the following, any or all of which may be done or omitted by the Bank in its
sole discretion without notice to anyone and irrespective of whether the
Guaranteed Debt shall be increased or decreased thereby (and said Bank is
hereby expressly authorized in its sole discretion to make from time to time,
without notice to anyone): any sale, pledge, surrender, compromise, settlement,
exchange, release, renewal, extension, modification, election with respect to
any collateral under Section 1111 or any other provision or section of the
Bankruptcy Code now existing or hereinafter amended; or other disposition of or
with respect to any of said Guaranteed Debt or any security or collateral
therefor, whether or not such disposition is commercially reasonable or
accomplished in a commercially reasonable manner; and such liability shall in
no way be affected or impaired by any acceptance by the Bank of any security
for, or other guarantors or obligors of, any of the Guaranteed Debt, or by any
forbearance or indulgence by the Bank in the collection of, or any failure,
negligence or omission on its part to realize upon any thereof, or to enforce
any claims against any person or persons primarily or secondarily liable
thereon, or upon any collateral or security therefor or to enforce any lien
upon or right of appropriation of any moneys, credits or property of the
Borrower in the possession and control of the Bank, or by an application of any
payments or credits on the Guaranteed Debt. Any act or omission of any kind or
at any time upon the part of the Bank with respect to any matter whatsoever
shall not in any manner affect or impair this guaranty nor the liability
thereunder. The undersigned hereby consents to all acts and omissions of the
Bank set forth herein.

8.      In order to hold the undersigned liable hereunder and to enforce this
guaranty, there shall be no obligation on the part of the Bank at any time to
resort for payment to the Borrower, or to any other guarantor, or any person,
firm or corporation liable for the Guaranteed Debt, or to any collateral,
security, property, liens or other rights or remedies of the Bank in respect to
the Guaranteed Debt or any part thereof, all of which is hereby expressly
waived by the undersigned.

9.      All diligence in collection, and any presentment for payment, demand,
protest and/or notice, as to any and everyone, of protest, dishonor, default or
nonpayment, and notice of the creation and existence of any and all of the
Guaranteed Debt, and of any security therefor, and of the acceptance of this
guaranty, or extensions of credit or indulgences hereunder or of any other
matters or things whatsoever relating hereto are expressly waived.

10.     The granting of additional credit from time to time by the Bank to the
Borrower in excess of the amount to which the right of recovery under this
guaranty is limited or in excess of the amount extended to the Borrower at the
time this guaranty is executed by the undersigned, without notice to the
undersigned, is hereby expressly authorized and shall in no way affect or
impair this guaranty.

11.     To secure payment of the Guaranteed Debt, the undersigned grants to
Bank a security interest in all property of the undersigned, including any and
all cash, negotiable instruments, documents of title, chattel paper,
securities, certificates of deposit, deposit accounts, other cash equivalents
and other assets delivered currently herewith or now or at any time hereafter
in transit to, or in the possession or control of the Bank, or any agent or
bailee of Bank, and all proceeds of all such property. The undersigned agrees
that the Bank shall have the rights and remedies of a secured party under the
Uniform Commercial Code of Illinois with respect to all of the aforesaid
property, including, without limitation thereof, the right to sell or otherwise
dispose of any or all of such property. THE UNDERSIGNED WAIVES EVERY DEFENSE,
COUNTERCLAIM OR SETOFF WHICH THE UNDERSIGNED MAY NOW HAVE OR HEREAFTER MAY HAVE
TO ANY ACTION BY THE BANK IN ENFORCING THIS GUARANTY, INCLUDING, WITHOUT
LIMITATION, EVERY DEFENSE, COUNTERCLAIM OR SETOFF WHICH THE UNDERSIGNED MAY NOW
HAVE, OR HEREAFTER MAY HAVE, AGAINST THE BORROWER OR ANY OTHER PARTY LIABLE TO
THE BANK IN ANY MANNER. As further security, any and all debts and liabilities
now or hereafter arising and owning to any of the undersigned by the Borrower,
or any other party liable to the Bank are hereby subordinated to the Bank's
claims and are hereby assigned to the Bank. The undersigned ratifies and
confirms whatever the Bank may do pursuant to the terms hereof and with respect
to any collateral for the Guaranteed Debt, and agrees that the Bank shall not
be liable for any error of judgment or mistakes of fact or law. The Bank may,
without notice to anyone, apply or set off any balances, credits, deposits,
accounts, moneys or other indebtedness at any time credited by or due from the
Bank to any of the undersigned against the Guaranteed Debt. Any notification of
intended disposition of any property required by law shall be deemed reasonable
and properly given if given at least five (5) calendar days before such
disposition.

                                       2
<PAGE>   3
12.  Should a claim ("Recovery Claim") be made upon the Bank at any time for
recovery of any amount received by the Bank in payment of the Guaranteed Debt
(whether received from the Borrower, the undersigned pursuant hereto, or
otherwise) and should the Bank repay all or part of said amount by reason of
(i) any judgement, decree, or order of any court or administrative body having
jurisdiction over the Bank with the claimant (including the borrower) the
undersigned shall remain jointly and severally liable to the Bank for the
amount so repaid to the same extent as if such amount had never originally been
received by the Bank, norwithstanding any termination hereof or the return of
this document to any of the undersigned or the cancellation of any note this
guaranty or other instrument evidencing any of the Indebtedness.

13.  In the event the Bank shall sell, assign or transfer the Indebtedness or
Guaranteed Debt, or any part thereof, or grant participations therein, each and
every immediate or remote successive assignee, transferee, holder of or
participant therein, of all or any part of the Indebtedness or Guaranteed Debt
shall have the right to enforce this guaranty by suit or otherwise for the
benefit of such assignee, transferee, holder or participant, as fully as if
such assigned transferee, holder or participant were herein by name
specifically given such rights, powers and benefits; but the Bank shall have
an unimpaired, prior and superior right to enforce this guaranty for its benefit
as to so much of the Indebtedness or Guaranteed Debt as it has not been sold,
assigned or transferred.

14.  No release or discharge of any one or more of the undersigned (if there is
more than one guarantor), or of any other person, whether primarily or
secondarily liable for and obligated with respect to the Guaranteed Debt, or the
institution of bankruptcy, receivership, insolvency, reorganization, dissolution
or liquidation proceedings by or against any such guarantor or person, or the
entry of any restraining or other order in any such proceeding, shall release or
discharge the undersigned or any other guarantor of the Guaranteed Debt, or any
other person, firm or corporation liable to the Bank for the Guaranteed Debt,
unless and until all of the Guaranteed Debt shall have been fully paid and this
guaranty stamped "Canceled" and returned to the undersigned.

15.  No delay on the part of the Bank in the exercise of any right or remedy
shall operate as a waiver thereof, and no single or partial exercise by the
Bank of any right or remedy shall preclude any other or further exercise
thereof, or the exercise of any other right or remedy. No action of the Bank
permitted hereunder shall in any way affect or impair the rights of the Bank
and the obligation of the undersigned under this guaranty.

16.  To the extent that the Borrower or any of the undersigned is a
corporation, limited liability company or partnership, all references herein to
the Borrower and to the undersigned, respectively, shall be deemed to include
any successor or successors, whether immediate or remote, to such corporation,
limited liability company or partnership.

17.  This guaranty has been delivered at Chicago, Illinois, and shall be
construed according to the laws of the State of Illinois, in which state it
shall be performed by the undersigned. All actions arising directly or
indirectly as a result of in consequence of this guaranty shall, in the sole and
absolute discretion of the Bank, be instituted and litigated only in courts
having situs in the City of Chicago, Illinois, and the undersigned hereby
consents to the jurisdiction of any State or Federal Court located and having
its situs in said city and waives any right to transfer or charge the venue of
any litigation.

18.  Wherever possible, each provision of this guaranty shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this guaranty shall be prohibited by or invalid under such law,
such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provisions the
remaining provisions of this guaranty.

19.  It is agreed that the undersigned's liability hereunder is several and is
independent of any other guaranties at any time in effect with respect to all or
any part of the Indebtedness and that the undersigned's liability hereunder may
be enforced regardless of the existence of any such other guaranties.

20.  This guaranty, and each and every part hereof, shall be binding upon the
undersigned (jointly and severally if there is more than one guarantor) and
upon the heirs, legal representatives, successors and assigns of the
undersigned, and shall inure to the benefit of the Bank, its successors and
assigns.

21.  If the undersigned guarantor is a corporation, then and in such event, the
undersigned guarantor expressly represents and warrants unto the Bank that the
execution and delivery of this guaranty has been duly authorized by resolutions
heretofore duly adopted by its Board of Directors in accordance with law and
its by-laws, that said resolutions have not been amended nor rescinded, are in
full force and effect, that the officers of the undersigned executing and
delivering this guaranty, for and on behalf of the undersigned, are duly
authorized and empowered so to act. The Bank in accepting this guaranty is
expressly relying upon the aforesaid representations and warranties.


                                       3
<PAGE>   4

22.  This guaranty constitutes the entire agreement between the parties
relating to the subject matter hereof and is the final and complete expression
of their intent. No prior or contemporaneous negotiations, promises, agreements,
covenants or representations of any kind or nature, whether made orally or in
writing, have been made by the parties, or any of them, in negotiations leading
to this guaranty or relating to the subject matter hereof, which are not
expressly contained herein, or which have not become merged and finally
integrated into this guaranty; it being the intention of the parties hereto that
in the event of any subsequent litigation, controversy or dispute concerning the
terms and provisions of this guaranty, no party shall be permitted to offer to
introduce oral or extrinsic evidence concerning the terms and conditions hereof
that are not included or referred to herein and not reflected in writing. This
guaranty can only be changed, modified, waived or discharged if consented to in
a writing duly signed and delivered on behalf of the Bank. No conditions exist
to the legal effectiveness of this guaranty.

23.  THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN
ANY ACTION OR PROCEEDING (i) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN
CONNECTION WITH THIS GUARANTY OR AN AMENDMENT, INSTRUMENT, DOCUMENT OR
AGREEMENT DELIVERED IN CONNECTION HEREWITH, OR (ii) ARISING FROM ANY DISPUTE
OR CONTROVERSY IN CONNECTION WITH OR RELATED TO THIS GUARANTY, AND AGREES THAT
ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A
JURY.

SIGNED AND SEALED by the undersigned effective this 1st day of August, 2000.


                                              Guarantor

Address: 15 S. Deere Park                     /s/ Lloyd J. Baretz
         Highland Park, IL 60035              ----------------------------
                                              Lloyd J. Baretz
                                              Tax I.D. Number:
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>c59725a1ex99-3.txt
<DESCRIPTION>TERM NOTE (SECURED)
<TEXT>

<PAGE>   1


                                                                      EXHIBIT 3

                            PROMISSORY NOTE (SECURED)

$4,000,000.00                       CHICAGO, ILLINOIS      JANUARY 19, 2001
                                                           DUE MARCH 31, 2001

     FOR VALUE RECEIVED, the undersigned (the "Borrowers") jointly and severally
promise to pay to the order of AMERICAN NATIONAL BANK AND TRUST COMPANY OF
CHICAGO (the "Bank"), at its principal place of business in Chicago, Illinois or
such other place as Bank may designate from time to time hereafter, the
principal sum of FOUR MILLION AND NO/100 DOLLARS ($4,000,000.00), or such lesser
principal sum as may then be owed by Borrowers to Bank hereunder, which sum
shall be due and payable on March 31, 2001 (the "Maturity Date").

     This Note evidences a Term Loan made to Borrowers by Bank pursuant to that
certain Loan and Security Agreement dated as of an even date herewith between
Borrowers and Bank, as the same may be amended, modified or restated from time
to time (the "Loan Agreement"). Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings given to them in the Loan
Agreement.

     Borrowers' obligations and liabilities to Bank under this Note, and all
other obligations and liabilities of Borrowers to Bank (including without
limitation all debts, claims and indebtedness) whether primary, secondary,
direct contingent, fixed or otherwise, including those evidenced in rate hedging
agreements designed to protect the Borrowers from the fluctuation of interest
rates, heretofore, now and/or from time to time hereafter owing, due or payable,
however evidenced, created, incurred, acquired or owing and however arising,
whether under this Note, any agreement instrument or document heretofore, now or
from time to time hereafter executed and delivered to Bank by or on behalf of
Borrowers, or by oral agreement or operation of law or otherwise shall be
defined and referred to herein as "Borrower's Liabilities."

     The unpaid principal balance of Borrower's Liabilities due hereunder shall
bear interest from the date of disbursement until paid at a rate per annum equal
to the prime rate of interest announced from time to time by Bank or its parent
(which is not necessarily the lowest rate charged to any customer) (the "Prime
Rate") plus two percent (2%); provided, however, that in the event that any of
Borrower's Liabilities are not paid on demand, the unpaid amount of Borrower's
Liabilities shall bear interest after the demand date until paid at a rate equal
to the sum of the rate that would otherwise be in effect plus 3% per annum. The
rate of interest to be charged by the Bank to the Borrowers shall fluctuate
hereafter from time to time concurrently with, and in an amount equal to, each
increase or decrease in the Prime Rate.

     Interest on the unpaid principal balance shall be due and payable on the
last business day of each month (each an "Interest Payment Date") from the date
of disbursement until the Maturity Date. However, in the event an Interest
Payment Date falls on a (i) Saturday, (ii) Sunday or (iii) day on which banking
institutions located in the City of Chicago, Illinois are required by law,
ordinance or executive order to close (each a "Non-Business Day"), the interest
shall be payable on the next day which is not a Non-Business Day. After the
Maturity Date, accrued interest on all of Borrower's Liabilities shall be
payable by Borrowers on demand by Bank. Principal of and interest on this Note
shall be payable by the Borrowers as billed by the Bank to the Borrowers, at the
Bank's principal place of business, or at such other place as the Bank may
designate from time to time hereafter.

     The principal portion of this Note may be prepaid by Borrowers in whole at
any time or in part from time to time without notice, premium or penalty. At the
election of the Borrowers, the prepayment of amounts due under this Note shall
be applied to principal only or to principal and accrued interest to the date of
prepayment on the principal amount being prepaid. In the absence of such
election, the amount prepaid shall be applied to principal only, with the
accrued interest thereon being payable on the next succeeding Interest Payment
Date.


<PAGE>   2

     To secure the prompt payment to Bank of Borrower's Liabilities and the
prompt, full and faithful performance by Borrowers of all of the provisions to
be kept, observed or performed by Borrowers under this Note and/or any other
agreement, instrument or document heretofore, now and/or from time to time
hereafter delivered by or on behalf of Borrowers to Bank, Borrowers grant to
Bank a security interest in and to such Collateral as defined in the Loan
Agreement (the "Collateral").

     If an Event of Default under the Loan Agreement shall occur, then the Bank
may, at its option, exercise any one or more of the following rights and
remedies:

         a.   The Bank may declare the entire unpaid amount of this Note to be
              immediately due and payable;


         b.   The Bank may exercise any and all remedies as set forth in the
              Loan Agreement; and

         c.   The Bank may exercise from time to time any rights and remedies
available to it under all applicable laws, including, without limitation, the
Illinois Uniform Commercial Code and the commercial code of any other applicable
state.

     In addition to and not in limitation of all rights of offset that the Bank
may have under applicable law, the Bank shall, upon the occurrence of an Event
of Default, have the right to appropriate and apply to the payment of and to
set-off against Borrower's Liabilities any and all balances, credits, deposits,
accounts or money of the Borrowers or any cash equivalents, securities,
instruments, documents or other assets of Borrowers in possession or control of
Bank or its bailee for any purpose then or thereafter received or held by or
under the control of the Bank or its bailee. EXCEPT AS MAY OTHERWISE BE REQUIRED
BY LAW OR AS SET FORTH IN THE LOAN AGREEMENT, THE BORROWERS HEREBY WAIVE, IN
CONNECTION WITH THIS NOTE AND BORROWER'S LIABILITIES, ANY RIGHT UNDER OR BENEFIT
OF ANY LAW (WHETHER OR NOT INTENDED FOR ITS ADVANTAGE OR PROTECTION) THAT WOULD
LIMIT THE RIGHT OR ABILITY OF THE BANK TO OBTAIN PAYMENT OF E BORROWER'S
LIABILITIES, INCLUDING ANY LAW THAT WOULD RESTRICT OR LIMIT THE BANK IN THE
EXERCISE OF ITS RIGHT TO APPROPRIATE AT ANY TIME HEREAFTER ANY INDEBTEDNESS
OWING FROM THE BANK TO THE BORROWERS AND ANY DEPOSITS OR OTHER PROPERTY OF THE
BORROWERS IN THE POSSESSION OR CONTROL OF THE BANK AND APPLY THE SAME TOWARD OR
SET-OFF THE SAME AGAINST THE PAYMENT OF BORROWER'S LIABILITIES.

     All of the Bank's rights and remedies under this Note are cumulative and
non-exclusive. The acceptance by the Bank of any partial payment made hereunder
after the time when any of Borrower's Liabilities become due and payable will
not establish a custom or waive any rights of the Bank to enforce prompt payment
hereof. The Bank's failure to require strict performance by the Borrowers of any
provision of this Note shall not waive, affect or diminish any right of the Bank
thereafter to demand strict compliance and performance therewith. The Borrowers
and every endorser waive presentment, demand and protest and notice of
presentment, protest, default, non-payment, maturity, release, compromise,
settlement, extension or renewal of this Note, and hereby ratify and confirm
whatever Bank may do in this regard. Borrowers further waive any and a notice or
demand to which Borrowers might be entitled with respect to this Note by virtue
of any applicable statute or law (to the extent permitted by law).

         The Borrowers agree to pay, within fifteen (15) days of receiving
written demand by the Bank, any and all costs, fees and expenses (including
reasonable attorneys' fees, costs and expenses) incurred by the Bank after an
Event of Default (i) in enforcing any of the Bank's rights hereunder, and (ii)
in representing the Bank in any litigation, contest, suit or dispute, or to
commence, defend or intervene or to take any action with respect to any
litigation, contest, suit or dispute (whether instituted by the Bank, the
Borrowers or any other person) in any way relating to this Note, Borrower's

                                       2



<PAGE>   3

Liabilities or the Collateral, and to the extent not paid the same shall become
part of Borrower's Liabilities.

     The Borrowers warrant and represent that (a) this Note and each of the
other Borrower's Liabilities is being incurred as a business loan to a business
and is a transaction within the scope of Section 4(1)(c) of the Illinois
Interest Act (815 ILES 205/4), and neither this Note nor any other Borrower's
Liabilities violates the provisions of the usury laws or any other laws
governing interest rates of Illinois or any other state having jurisdiction over
this Note or any other of the Borrower's Liabilities, or any transaction
contemplated thereby; (b) this Note and each of the other Borrower's Liabilities
is primarily for a business purpose and does not consist of or involve any
credit offered or extended to a consumer primarily for personal, family or
household purposes; and (c) neither this Note nor any other Borrower's
Liabilities is subject to Regulation Z of the Board of Governors of the Federal
Reserve System.

     This Note shall be deemed to have been submitted by the Borrowers to the
Bank and to have been made at the Bank's principal place of business. This Note
shall be governed and controlled by the internal laws of the State of Illinois
and not the law of conflicts. Whenever possible each provision of this Note
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Note shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Note.

     Whenever in this Note reference is made to the Bank or the Borrowers, such
reference shall be deemed to include, as applicable, a reference to their
respective successors and assigns, and the provisions of this Note shall be
binding upon and shall inure to the benefit of such successors and assigns,
including, without limitation, a receiver, trustee or debtor in possession of or
for the Borrowers.

     TO INDUCE THE BANK TO ACCEPT THIS NOTE, BORROWERS IRREVOCABLY AGREES THAT,
SUBJECT TO THE BANK'S SOLE AND ABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS IN
ANY WAY, MANNER OR RESPECT, ARISING OUT OF OR FROM OR RELATED TO THIS NOTE SHALL
BE LITIGATED IN COURTS HAVING SITUS WITHIN THE CITY OF CHICAGO, STATE OF
ILLINOIS. THE BORROWERS HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF ANY
LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN SAID CITY AND STATE. THE BORROWERS
HEREBY WAIVE ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY
LITIGATION BROUGHT AGAINST THE BORROWERS BY THE BANK IN ACCORDANCE WITH THIS
PARAGRAPH.

     BORROWERS AND BANK (BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY,
KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT, TORT, OR
OTHERWISE) BETWEEN BORROWERS AND BANK ARISING OUT OF OR IN ANY WAY RELATED TO
THIS NOTE OR THE TRANSACTIONS CONTEMPLATED BY THIS NOTE. THIS PROVISION IS A
MATERIAL INDUCEMENT TO BANK TO PROVIDE BORROWERS WITH THE FINANCING EVIDENCED BY
THIS NOTE.

     Borrowers agree that Bank may provide any information Bank may have about
Borrowers or about any matter relating to this Note to Bank One Corporation, or
any of its subsidiaries or affiliates or their successors, or to any one or more
purchasers or potential purchasers of this Note. Borrowers agree that Bank may
at any time sell, assign or transfer one or more interests or participating in
all or any part of its rights or obligations in this Note to one or more
purchasers whether or not related to Bank.

                                   HAH Holdings LLC,
                                   a Delaware limited liability company


                                   By: /s/ Lloyd J. Baretz
                                      -------------------------------

                                   Its:   Chairman
                                       ------------------------------

                                       3


<PAGE>   4
                                  /s/ Lloyd J. Baretz
                                ------------------------------------
                                      Lloyd J. Baretz



Attn:  676 North Michigan Avenue, Suite 3000
Chicago, Illinois  60611









                                       4


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>5
<FILENAME>c59725a1ex99-4.txt
<DESCRIPTION>PLEDGE AGREEMENT
<TEXT>

<PAGE>   1
                                                                      EXHIBIT 4

                             STOCK PLEDGE AGREEMENT


     THIS STOCK PLEDGE AGREEMENT ("Agreement") is made and entered into as of
the 19th day of January, 2001 by and between HAH Holdings LLC, a Delaware
limited liability company with its principal place of business at 676 North
Michigan Avenue, Suite 3000, Chicago, Illinois 60611 ("Pledgor") and American
National Bank and Trust Company of Chicago, a national banking association with
its principal place of business at 120 South LaSalle Street, Chicago, Illinois
60603 ("Pledgee").

                              PRELIMINARY STATEMENT

     A.     Pledgee has agreed to make a term loan to Pledgor and Lloyd J.
Baretz, an individual residing at 15 South Deere Park, Highland Park, Illinois
60035 ("Baretz") in the aggregate amount of $4,000,000 (the "Term Loan")
pursuant to a Loan and Security Agreement by and among Pledgor, Baretz and
Pledgee of even date herewith (the "Loan Agreement") which is evidenced by a
secured promissory note of even date herewith executed by Pledgor and Baretz
(the "Term Note").

     B.     Pledgor owns fifty two percent (52%) of the shares of common stock
of Help at Home, Inc., a Delaware corporation (the "Help at Home Stock").

     C.     As a condition precedent to making the Term Loan to Pledgor and
Baretz, Pledgee has requested that Pledgor pledge the Help at Home Stock and the
stock of any other entity acquired by Pledgor during the term hereof to Pledgee
as security for the payments due under the Term Note.

     NOW, THEREFORE, in consideration of the premises set forth herein, it
     is hereby agreed as follows:

1.        Collateral. The term "Collateral" shall mean the Help at Home Stock,
whether now owned or hereafter acquired, and the stock of any other entity
acquired by Pledgor during the term hereof (collectively, the "Securities"), the
proceeds or products of any sale or other disposition thereof, as well as all
dividends, distributions and other amounts or additional securities to which
Pledgor (with or without additional consideration) is or becomes entitled by
virtue of its ownership of any of the Securities or as the result of any
corporate reorganization, merger, consolidation, stock split, stock dividend,
conversion, preemptive right or otherwise.

2.        Deposit of Collateral. To secure payment of the obligations of the
Pledgor and Oxford Holdings under the Term Note, Pledgor hereby pledges and
deposits the Help at Home Stock with Pledgee and hereby grants to Pledgee a
valid and perfected first lien on and security interest in the Securities and
other items of the Collateral.

3.        Representations and Warranties. Pledgor hereby represents and warrants
to Pledgee that as to the Collateral deposited by such Pledgor with Pledgee on
the date hereof, (i) Pledgor is the legal and beneficial owner of such
Collateral; (ii) such Collateral is validly issued, fully paid and
non-assessable and is registered in the name of Pledgor; (iii) the pledge of
Collateral pursuant to the terms of this Agreement, together with delivery
thereof, creates a valid and perfected first lien on and security interest in
such Collateral in favor of Pledgee; (iv) the stock power attached to the
certificate(s) representing such Collateral have been duly executed and
delivered by Pledgor to Pledgee; (v) none of such Collateral is subject to any
lien, except for the perfected first security interest granted to Pledgee hereby
and, so long as any portion of the Term Note remains unpaid, Pledgor will not
create or permit to exist any lien upon or with respect to such Collateral
without the consent of Pledgee; and (vi) Pledgor will not sell, transfer,
convey, assign or otherwise divest its interests in such Collateral, or any part
thereof, to any other person.

4.        Stock Splits, Stock Dividends, Etc.


4.1       Pledgor agrees that with respect to all Securities acquired after the
date of this Agreement and if by virtue of Pledgor's ownership of the
Securities, Pledgor becomes entitled (with or without additional consideration)
to other or additional Securities as the result of any corporate reorganization,
merger, consolidation, stock split, stock dividend, conversion or preemptive
right or otherwise, such Pledgor shall:

          4.1.1   Cause the issuer of such additional Securities to deliver to
          Pledgee the certificates evidencing


<PAGE>   2
          Pledgor's ownership thereof and hereby authorizes and empowers Pledgee
          to demand the same from such issuer, and agrees if such certificates
          are delivered to Pledgor, to take possession thereof in trust for
          Pledgee;

          4.1.2   Deliver to Pledgee a stock power with respect to such
          Securities, executed in blank by Pledgor;

          4.1.3   Deliver to Pledgee such other certificates, forms and other
          instruments as Pledgee may request in connection with such pledge.

4.2  Pledgor agrees that such additional Securities shall constitute a
portion of the Collateral and be subject to this Pledge Agreement in the same
manner and to the same extent as the securities pledged hereby to Pledgee on the
date hereof.

5.   Dividend Rights/Voting Power. Unless and until an Event of Default shall
have occurred under the Loan Agreement and such default shall not have been
cured within the applicable cure period, Pledgor shall be entitled to receive
all dividends paid on the Securities and to exercise all voting powers in all
corporate matters pertaining to the Securities for any purpose not inconsistent
with, or in violation of, the provisions of the Loan Agreement or the Term Note.

6.   Default and Remedies.

6.1  If an Event of Default shall occur under the Loan Agreement and such
default shall not have been cured within the applicable cure period, Pledgee, at
its option, may:

          6.1.1   Cause the Collateral to be registered in its name or in the
                  name of its nominee;

          6.1.2   Exercise all voting powers pertaining to the Collateral and
                  otherwise act with respect thereto as though Pledgee were the
                  owner thereof;

          6.1.3   Receive all dividends and all other distributions of any
                  kind whatsoever on all or any of such Collateral;

          6.1.4   Exercise any and all rights of collection, conversion or
                  exchange, and any and all other rights, privileges, options or
                  powers of Pledgor pertaining or relating to the Collateral;

          6.1.5   Sell, assign and deliver the whole, or from time to time, any
                  part of such Collateral at any private sale, with or without
                  demand for performance or advertisement of the time or place
                  of sale or adjournment thereof or otherwise, and free from any
                  right of redemption (all of which hereby expressly are waived
                  by Pledgor) for cash, for credit or for other property, for
                  immediate or future delivery, and for such price and on such
                  terms as Pledgee in its sole discretion may determine; and

          6.1.6   Exercise any other remedy specifically granted under this
                  Agreement or now or hereafter existing in equity or at law, by
                  virtue of statute or otherwise.

With respect to the actions described in each of subsections 6.1.2 and 6.1.4
above, Pledgor hereby irrevocably constitutes and appoints Pledgee its proxy and
attorney-in-fact with full power of substitution and acknowledges that the
constitution and appointment of such proxy and attorney-in-fact are coupled with
an interest and are irrevocable.

6.2       At any sale made pursuant to Section 6.1 above, Pledgee may bid
for and purchase, free from any right or equity of redemption on the part
of the Pledgor (the same hereby being waived and released by Pledgor), any
part or all of the Collateral that is offered for sale, and Pledgee, upon
compliance with the terms of sale and other applicable federal regulatory
requirements, may hold, retain and dispose of such Collateral without
further accountability therefor.

6.3       Pledgee shall apply the proceeds of any sale of the whole or any
part of the Collateral and any other monies at the time held by Pledgee
under the provisions of this Agreement in satisfaction of the Term Note.

6.4       Pledgee shall not have any duty to exercise any of the rights,
privileges, options or powers or, except as otherwise required by law, to
sell or otherwise realize upon any of the Collateral, as hereinbefore
authorized, and Pledgee


                                       2

<PAGE>   3
shall not be responsible for any failure to do so or delay in so doing.

6.5       Any sale of all or any portion of the Collateral pursuant to
Section 6.1 above shall operate to divest all right, title and interest of
the Pledgor to the Collateral which is the subject of any such sale.

6.6       Pledgor acknowledges that Pledgee may be unable to effect a public
sale of all or a part of the Collateral or that it may be able to do so
only after delay which might adversely affect the value that might be
realized upon the sale of the Collateral. Accordingly, Pledgor agrees that
Pledgee may sell the Collateral or any part thereof in one or more private
sales to a restricted group of purchasers who may be required to agree,
among other things, that they are acquiring the Collateral for their own
account, for investment purposes only, and not with a view toward the
distribution or resale thereof. Pledgor agrees that any such private sale
may be at prices or on terms less favorable to the owner of the Collateral
than would be the case if such Collateral was sold at public sale, and that
any such private sale shall not be deemed not to have been made in a
commercially reasonable manner by virtue of such sale having been a private
sale.

6.7       Pledgee shall give not less than ten (10) business days prior
written notice to the Pledgor of any sale pursuant to this Section 6.
Pledgor hereby agrees that such notice is commercially reasonable.

9.        Pledgee's Obligations, Custodial Agreement, Performance Rights,
Pledge Does Not Make Pledgee Shareholder. Pledgee shall not have any duty
to protect, preserve or enforce rights against the Collateral other than a
duty of reasonable custodial care of any such Collateral in its possession,
it being understood that Pledgee shall have no responsibility for (i)
ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relating to the Collateral,
whether or not Pledgee has or is deemed to have knowledge of such matters,
or (ii) taking any necessary steps to preserve rights against any parties
with respect to the Collateral, or (iii) making any capital contributions
or other payments on behalf of Pledgor with respect to the Collateral.

10.       Termination of Pledge Agreement. Upon the payment and performance
in full of all amounts due under the Term Note, the Pledgee shall deliver
to the Pledgor the Collateral in its possession and this Agreement
thereupon shall be terminated.

11.       Miscellaneous.

11.1      Each and every right, remedy and power granted to Pledgee
hereunder shall be cumulative and in addition to any other right, remedy or
power specifically granted herein or now or hereafter existing in equity or
at law, by virtue of statute or otherwise and may be exercised by Pledgee,
from time to time, concurrently or independently and as often and in such
order as Pledgee may deem expedient. Any failure or delay on the part of
Pledgee in exercising any such right, remedy or power, or abandonment or
discontinuance of steps to enforce the same, shall not operate as a waiver
thereof or affect Pledgee's right thereafter to exercise the same, and any
single or partial exercise of any such right, remedy or power shall not
preclude any other right, remedy or power, and no such failure, delay,
abandonment or single or partial exercise of Pledgee's rights hereunder
shall be deemed to establish a custom or course of dealing or performance
among the parties hereto.

11.2      Any modification or waiver of any provision of this Agreement, or
any consent to any departure by Pledgor therefrom, shall not be effective
in any event unless the same is in writing and signed by Pledgee, and then
such modification, waiver or consent shall be effective only in the
specific instance and for the specific purpose given. Any notice to or
demand on Pledgor in any event not specifically required of Pledgee
hereunder shall not entitle Pledgor to any other or further notice or
demand in the same, similar or other circumstances unless specifically
required hereunder.

11.3      Pledgor agrees that at any time, and from time to time, after the
execution and delivery of this Agreement, Pledgor shall, upon the request
of Pledgee and at the expense of Pledgor, promptly execute and deliver such
further documents and do such further acts and things as Pledgee may
request in order to effect fully the purposes of this Agreement and to
subject to the security interest created hereby any property intended by
the provisions hereof to be covered hereby.

11.4      Pledgor agrees that it will warrant, preserve, maintain and
defend, at its own expense, the right, title and interest of Pledgee in and
to the Collateral and all right, title and interest represented thereby
against all claims, charges and demands of all persons whomsoever.

11.5      Any notice or other communication herein required or permitted to
be given shall be in writing and may be



                                       3

<PAGE>   4
personally served, telexed or sent by telefacsimile or United States mail or
courier service and shall be deemed to have been given when delivered in person
or by courier service, upon receipt of telefacsimile or telex, or three (3)
business days after depositing it in the United States mail with postage prepaid
and properly addressed. For the purposes hereof, the address of each party
hereto shall be as provided in the Loan Agreement or at such other address as
such party may subsequently advise the other parties hereto.

11.6      In the event that any provision of this Agreement is deemed to be
invalid by reason of the operation of any law, or by reason of the
interpretation placed thereon by any court, this Agreement shall be
construed as not containing such provision and the invalidity of such
provision shall not affect the validity of any other provision hereof, and
any and all other provisions hereof which otherwise are lawful and valid
shall remain in full force and effect.

11.7      This Agreement shall inure to the benefit of the successors and
assigns of Pledgee and shall be binding upon the heirs, legatees,
administrators, legal representatives, successors and assigns of Pledgor.

11.8      This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all of which taken together
shall be one and the same instrument.

11.9      This Agreement and the rights and duties of the Guarantor shall be
governed by, and construed in accordance with, the internal laws of the State
of Illinois without regard to principles of conflicts of laws which would
require the application of the laws of a different jurisdiction.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                                PLEDGOR:
                                HAH HOLDINGS LLC, a Delaware
                                limited liability company

                                By:  /s/ Lloyd J. Baretz
                                    --------------------------
                                Its: Chairman
                                    --------------------------


     Accepted by:               PLEDGEE:


                                AMERICAN NATIONAL BANK AND TRUST
                                COMPANY OF CHICAGO


                                By: /s/
                                   ------------------------------------
                                Its:
                                    ----------------------------------



                                       4

</TEXT>
</DOCUMENT>
</SUBMISSION>
