METROPOLITAN FINANCIAL CORP /OH/
EXHIBIT 10.11
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<TYPE>EX-10.11
<SEQUENCE>3
<FILENAME>l99750aexv10w11.txt
<DESCRIPTION>EXHIBIT 10.11
<TEXT>
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                                                                   EXHIBIT 10.11

                                ARTWORK AGREEMENT

         This Artwork Agreement (this "Agreement") is entered into this _23rd_
day of October 2002 by and between Robert M. Kaye ("Kaye"), a resident of New
Jersey, and Metropolitan Bank & Trust Company, an Ohio-chartered savings
association (the "Bank") and Metropolitan Financial Corp., an Ohio corporation
(the "Company").

                                    RECITALS

         1.       The Bank is the owner of all works of art listed on Exhibit A
hereto, and all documentation associated therewith, including certificates of
authenticity, original portfolio boxes, ArtBase computer software, invoices, and
artists' biographies and books relating to the works of art (said artwork,
associated documentation and all books are collectively referred to herein as
the "Artwork").

         2.       The Bank is in the process of selling some of the Artwork
pursuant to that certain Supervisory Directive, dated July 8, 2002 (the
"Supervisory Directive"), issued by the Office of Thrift Supervision to the Bank
and the Company, and intends to sell all of the Artwork as soon as practicable.

         3.       Kay has agreed to purchase on or before March 15, 2003 all of
the Artwork that has not been sold by the Bank.

         In consideration of the foregoing premises and of the mutual covenants
and agreements contained herein, the parties agree as follows:

         1.       PURCHASE OF ARTWORK. On a date to be agreed to by the parties
hereto, which date shall be on or before March 15, 2003 (the "Settlement Date"),
and subject to the concurrent execution and delivery of a mutual release in the
form attached hereto as EXHIBIT B, Kay shall purchase all of the Artwork from
the Bank (other than any Artwork that the Bank has already sold or committed to
sell to persons or entities other than Kaye pursuant to a binding contract) at a
price equal to the greater of the Book Value (as defined in Section 2 hereof) or
Appraised Value (as defined in Section 3 hereof) of each item of Artwork as set
forth in Sections 2 and 3 hereof. Any commissions, expenses or charges
associated with the sale of the Artwork to Kaye shall not be deducted from the
amount due the Bank hereunder.

         2.       BOOK VALUE OF ARTWORK. The Book Value of each item of Artwork
(the "Book Value") is set forth on Exhibit A. The aggregate Book Value of the
Artwork is $7,648,351.

         3.       APPRAISED VALUE. The Bank shall order Christie's to determine
the appraised value (the "Appraised Value") of each item of the Artwork (other
than any Artwork that the Bank has already sold or committed to sell to persons
or entities other than Kaye pursuant to a binding contract) to be purchased by
Kaye pursuant to Section 1 hereto, such Appraised Value to be determined on or
before February 15, 2002. The cost of any such appraisal shall be the
responsibility of Kaye.




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         4.       PAYMENT. Each item of Artwork purchased by Kaye shall be paid
for in cash on the Settlement Date (the "Kaye Purchase Amount"), as provided in
Paragraph 6 below.

         5.       RIGHT OF BANK TO SELL ARTWORK. Kaye acknowledges and
recognizes that the Bank may well all or part of the Artwork to any person
before the Settlement Date (i) in accordance with the auction schedule set forth
on Exhibit C hereto or (ii) upon receipt of the prior written consent of Kaye,
which consent shall not be unreasonably withheld. Notwithstanding the foregoing,
Kaye acknowledges that the Bank shall not require the prior written consent of
Kaye if it sells any item of Artwork at or greater than Book Value. Kaye's
obligation hereunder is to purchase on or before the Settlement Date all Artwork
that the Bank has not sold as of March 1, 2003. In the event Kaye does not meet
his obligation hereunder or under Section 6, the Bank and it successors and
assigns shall have the right to set off against any amounts which become payable
to Kaye.

         6.       ADDITIONAL PAYMENT. In the event that the aggregate purchase
price (the "Actual Aggregate Price") of all items of Artwork that have been sold
by the Bank to parties other than Kaye ("Third Party Items") prior to the
Settlement Date, whether by auction or otherwise, is less than the aggregate
Book Value (the "Agreed Aggregate Price") for all such Third Party Items, Kaye
shall also pay the difference between the Actual Aggregate Price and the Agreed
Aggregate Price to the Bank in cash on the Settlement Date (the "Kaye Additional
Payment"). The Kaye Additional Payment and the Kay Purchase Amount shall be
payable by a single wire transfer of immediately available funds to the Bank on
the Settlement Date. The Bank shall provide written wire transfer instructions
to Kaye at least 24 hours before the Settlement Date.

         7.       TITLE. The Bank, the Company and Kaye hereby represent and
warrant, jointly and severally, to each other, that to the best of its/his
knowledge (i) the Bank is the owner of the Artwork in its entirety, free and
clear of all security interests, liens, claims, pledges, options, rights of
first refusal, agreements, charges and other encumbrances of any nature
whatsoever ("Liens") and (ii) Kaye will acquire free and marketable title to any
Artwork purchased by him pursuant to terms hereto, free and clear of any and all
Liens.

         8.       COMPLIANCE WITH LAW. The obligations of the Parties hereunder
shall be subject to the performance of such obligations being in compliance with
applicable laws, regulations and regulatory orders.

         9.       COSTS. All Artwork purchased by Kaye pursuant to this
Agreement shall be insured and shipped at Kaye's expense to a location
designated by Kaye. All Artwork shall be shipped to Kaye no later than 20 days
after the Settlement Date. Kaye shall be responsible for all costs of insuring
and maintaining the Artwork at the Bank or any other facility or location after
any item of Artwork is sold to Kaye, and, in any event, after the Settlement
Date.

         10.      COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to constitute an original.

         11.      GOVERNING LAW. This Agreement shall be governed by, and
interpreted in accordance with, the laws of the State of Ohio applicable to
contracts made to be performed entirely within such State, except to the extent
that it may be superceded by federal laws.


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         12.      EXPENSES. Except as specifically provided for herein, each
party hereto will bear all expenses incurred by it in connection with this
Agreement and the transactions contemplated hereby.

         13.      NOTICES. All notices, requests and other communications
hereunder to a party shall be in writing and shall be deemed given if personally
delivered, telecopied (with confirmation) or mailed by registered or certified
mail (return receipt requested) to such party at its address set forth below or
such other address as such party may specify by notice to the parties hereto.

                If to Metropolitan to: Metropolitan Financial Corp.
                                       Metropolitan Bank & Trust Company
                                       22901 Mill Creek Boulevard
                                       Highland Hills, Ohio 44122-5704

                                       Attention:  Kenneth T. Koehler,
                                                      President and Chief
                                                      Executive Officer
                                       Facsimile:  (216) 206-1232

                With a copy to:        Luse Gorman Pomerenk & Schick, P C.
                                       5335 Wisconsin Avenue, N.W., Suite 400
                                       Washington, D.C. 20015-2035

                                       Attention:  Eric Luse, Esquire
                                       Facsimile:  (202) 362-2902

                If to Kaye:            PRC Management
                                       60 Monmouth Park Highway
                                       West Long Branch, New Jersey 07764

                                       Attention:  Mr. Robert M. Kaye
                                       Facsimile:  (732) 222-3506

                With a copy to:        Fried, Frank, Harris, Shriver & Jacobson
                                       1001 Pennsylvania Avenue, N.W., Suite 800
                                       Washington, D.C. 20004-2505

                                       Attention:  Robert H. Ledig, Esquire
                                       Facsimile:  (202) 639-7003

         14.      SUCCESSORS AND ASSIGNS. This Agreement shall not be assignable
without the prior written consent of the other parties. This Agreement shall
inure to the benefit of the successors and permitted assigns of the parties
hereto.

         15.      CONFIDENTIALITY. The Parties understand and agree that this
Agreement and its terms and conditions are and shall remain confidential and
shall not be disclosed or divulged to, or discussed with, any third party
without the consent of the other Parties hereto except: (i) attorneys,
accountants and other professionals retained by a Party to provide the Party
with


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professional advice; or (ii) as may be required by law or valid subpoena, order
or other process issued by a court of competent jurisdiction. In the event any
Party receives a subpoena, order or process purporting to order or to compel
disclosure, the recipient shall, within forty-eight (48) hours (and in all
events prior to any production or disclosure), notify the other Parties in
writing of that fact and shall assist the other Parties in resisting disclosure
or production by any valid and legal means. Written notice may be given by
facsimile transmittal or email (along with confirmation of receipt), personal
delivery or by registered or certified mail and such notice will be deemed to
have been accomplished when notice is transmitted or placed in the mail by the
receiving Party to the non-receiving Parties. Notwithstanding the foregoing, if
any Party (the "Required Party") is required by law or regulation to make any
disclosure in any document filed with the U. S. Securities and Exchange
Commission (the "SEC") or any depository institution regulatory authority, the
Parties agree that copies or disclosure of this Agreement may be provided to the
SEC or a depository institution regulatory authority without prior consent,
provided the disclosing Party promptly notifies the other Party of such
disclosure and uses reasonable best efforts to restrict disclosure of the terms
of this Agreement, including seeking confidential treatment of all such
information in administrative filings.


         16.      ENTIRE UNDERSTANDING. This Agreement and the exhibits attached
hereto, represents the entire understanding of the parties hereto with respect
to the subject matter hereof.

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

Attest:                            Metropolitan Financial Corp.


                                   By:/s/ Kenneth T. Koehler
--------------------------------      --------------------------------
                                   Name:  Kenneth T. Koehler
                                   Title:  President and Chief Executive Officer

Attest:                            Metropolitan Bank & Trust Company


                                   By: /s/ Kenneth T. Koehler
--------------------------------      --------------------------------
                                   Name:  Kenneth T. Koehler
                                   Title:  President and Chief Executive Officer

Attest:


                                   /s/ Robert M. Kaye
--------------------------------   --------------------------------------------
                                       Robert M. Kaye




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