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                                                                 EXHIBIT (5)(a)

INTERNAL REVENUE SERVICE                       DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P. O. BOX 2508
CINCINNATI, OH 45201

Date: Dec. 15, 1993                            Employer Identification Number:
                                                   34-1546292
SUDBURY, INC.                                  File Folder Number:
30100 CHAGRIN BLVD., SUITE 203                     340028065
CLEVELAND, OHIO 44124                          Person to Contact:
                                                   MILO ATLAS
                                               Contact Telephone Number:
                                                   (513) 684-3241
                                               Plan Name:
                                                   SUDBURY SAVINGS AND
                                                   PROFIT-SHARING PLAN
                                               Plan Number: 003

Dear Applicant:

     We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.

     Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.

     The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.

     This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.

     This determination is subject to your adoption of the proposed amendments
submitted in your letter dated November 19, 1993. The proposed amendments
should be adopted on or before the date prescribed by the regulations under
Code section 401(b).

     This determination letter is applicable for the amendment(s) adopted on
10-2-92 & 7-27-93.

     This determination letter is applicable for the plan adopted on May 31,
1991.

     This letter is based upon the certification and demonstrations you
submitted pursuant to Revenue Procedure 91-66. Therefore, the certification and
demonstrations are considered an integral part of this letter. Accordingly, YOU
MUST KEEP A COPY OF THESE DOCUMENTS AS A PERMANENT RECORD OR YOU WILL NOT BE
ABLE TO RELY ON THE ISSUES DESCRIBED IN REVENUE PROCEDURE 91-66.

     We have sent a copy of this letter to your representative as indicated in
the power of attorney.

     If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.

                                           Sincerely yours,



                                           Robert T. Johnson
                                           District Director

Enclosures:
Publication 794