EXTENSION AND MODIFICATION AGREEMENT

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EXHIBIT 10.01

EXTENSION AND MODIFICATION AGREEMENT

This Extension and Modification Agreement (the "Agreement") is entered

into as of December 30, 2004 by and among U.S. Bank National Association,

formerly known as Firstar Bank, N.A., a national banking association with an

office located at 175 South Third Street, Columbus, Ohio 43215 (the "Bank") and

HMI Industries, Inc., a Delaware corporation with its principal place of

business located at 13325 Darice Parkway, Unit A, Strongsville, Ohio 44149 (the

"Borrower").

BACKGROUND RECITALS

A. On or about June 8, 2001 the Borrower and the Bank entered into a

Revolving Credit Agreement along with an Addendum to Revolving Credit Agreement

and a Financial Definitions Supplement (the "Loan Agreement") by the terms of

which the Bank agreed to make available to the Borrower from time to time prior

to December 1, 2003, the maximum principal amount of $2,000,000.00 for working

capital purposes (the "Revolving Loan"). The Loan Agreement further provided

that the loan proceeds would be made available to the Borrower, pursuant to a

Borrowing Base calculation, in an amount equal to the sum of eighty percent

(80%) of the face amount of Eligible Accounts and fifty percent (50%) of the

Borrower's cost of Eligible Inventory (as such terms are specifically defined

and described in the Loan Agreement). The Loan Agreement further provides that

the Borrower will provide financial statements to the Bank on a quarterly basis

within forty-five (45) days of the end of each quarter which shall be

management-prepared and an annual audited financial statement prepared by an

accounting firm acceptable to the Bank within one hundred twenty (120) days of

the end of each fiscal year. The Loan Agreement further provides that the

Revolving Loan will be secured by a security interest covering all of the

Business Assets (as hereinafter defined) of the Borrower as evidenced by a

Security Agreement and Financing Statements. The Loan Agreement also contains

other covenants and conditions including financial covenants relating to

tangible net worth, EBITDA calculations, indebtedness and restrictions, maximum

capital expenditures, dividend restrictions, employee advances, capital

expenditures restrictions, cash flow coverage ratios, current ratios and debt to

worth ratios.

B. On or about June 8, 2001, in accordance with the terms of the Loan

Agreement, the Borrower executed and delivered to the Bank its Revolving Credit

Note (the "Note") in the principal amount of $2,000,000.00. The Note provides

that the principal amount outstanding will bear interest at an annual rate equal

to the prime rate of the Bank as announced from time to time which will be

adjusted each time the prime rate changes. The Note further provides that the

interest will be payable monthly beginning July 1, 2001 and continuing on the

same day of each month thereafter until December 1, 2003 at which time the

principal, plus any accrued and unpaid interest, will be paid in full.

C. On or about June 8, 2001, in order to secure the Revolving Loan and the

Note, the Borrower executed and delivered to the Bank its Business Security

Agreement by

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the terms of which it granted to the Bank a security interest in all of its

accounts, instruments, documents, chattel paper, general intangibles, contract

rights, investment property, securities and certificates of deposit, deposit

accounts, letter of credit rights, inventory, equipment, and fixtures, as more

specifically described therein (the "Business Assets"). The security interest

was perfected by the filing of financing statements with the Recorder of

Cuyahoga County, Ohio and with the Secretary of State of Ohio.

D. On or about March 1, 2002, in order to further secure the Revolving Loan

and the Note, the Borrower executed and delivered to the Bank another Business

Security Agreement covering its Business Assets.

E. On or about January 17, 2003 the Borrower and the Bank entered into an

Amendment to Loan Agreement and Note (the "First Amendment") by the terms of

which the Maturity Date was extended to January 31, 2004 and the maximum amount

available under the terms of the Revolving Loan was increased to $3,000,000.00.

The First Amendment further provided that the interest would continue to be paid

on the first day of each and every month which payments would continue until

January 31, 2004, at which time the principal and any accrued and unpaid

interest would be paid in full. This Amendment also deleted the financial

covenant related to employee advances.

F. On or about October 30, 2003 the Borrower and the Bank entered into an

Amendment to Loan Agreement and Note (the "Second Amendment") by the terms of

which the financial covenant related to interest coverage was amended.

G. On or about December 15, 2003 the Borrower and the Bank entered into an

Amendment to Loan Agreement and Note (the "Third Amendment") by the terms of

which the Maturity Date of the Revolving Loan was extended until October 15,

2004. This Third Amendment also amended the financial covenants related to

Tangible Net Worth and Capital Expenditures. The Third Amendment also modified

the financial covenant related to interest coverage and also provided that

interest was to continue to be paid monthly on the first day of each month with

such payments continuing until October 15, 2004, at which time the principal and

any accrued and unpaid interest was to be paid in full.

H. On or about February 20, 2004, the Borrower and the Bank entered into a

letter amendment by the terms of which the Bank waived the Borrower's violations

of the tangible net worth covenant and the EBITDA/interest coverage covenants of

the Loan Agreement.

I. On or about October 15, 2004, by means of a letter to the Borrower, the

Bank waived the Borrower's default of the tangible net worth and financial

reporting covenants of the Loan Agreement by eliminating the tangible net worth

covenant through December 31, 2004, and amending the financial reporting

covenants.

J. On or about October 15, 2004 the Borrower and the Bank entered into an

Amendment to Loan Agreement and Note (the "Fourth Amendment") by the terms of

which the Maturity Date of the Revolving Loan was extended to December 31, 2004

in the

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maximum amount of $3,000,000.00. In addition, the Fourth Amendment modified the

financial covenant related to indebtedness outstanding and further provided that

the unpaid principal amount of the Revolving Loan would bear interest at an

annual rate equal to the prime rate of interest as announced by the Bank, as

adjusted from time to time, plus 100 basis points. This Fourth Amendment also

acknowledged that certain defaults had occurred under Section 2.12 of the Loan

Agreement related to the Borrower's financial reporting requirements for the

periods ending December 31, 2003, March 31, 2004 and June 30, 2004.

K. On or about April 2, 2003 the Borrower and the Bank entered into a

Consolidated U.S. Bank Treasury Management Service Agreement which governs the

treasury management services provided to Borrower and the other listed "Account

Holders" which include Health-Mor, Inc. and Health-Mor at Home, and any

commercial deposit accounts that have been, or will be established with U.S.

Bank by any of these Account Holders (the "Treasury Management Agreement").

L. There is a principal amount outstanding on the Revolving Loan, as

evidenced by the Note, of $ 596,000.00, and accrued and unpaid interest of

$3,134.10, as of December 27, 2004.

M. The Bank has requested that the Borrower secure financing elsewhere in

an amount sufficient to pay the Revolving Loan in full. The Borrower has agreed

to this request but has requested additional time in which to find another

lender. The Bank has agreed to that request contingent upon the execution of

this Agreement by the Borrower and the Bank.

NOW THEREFORE, based on the foregoing Background Recitals, which are

incorporated herein as agreements, representations, warranties and covenants of

the respective parties, as the case may be, and for other good and valuable

consideration, receipt of which is hereby acknowledged, the parties agree as

follows:

1. The Maturity Date of the Revolving Loan is hereby extended to March 31,

2005. During this extended term, the Revolving Loan, in the reduced maximum

amount of $2,000,000.00, will be available to the Borrower in accordance with

the terms of the Loan Agreement, as amended. The amount outstanding under the

Revolving Loan will continue to be evidenced by the Note. The principal amount

outstanding will continue to bear interest at a rate equal to one percent (1%)

plus the prime rate of interest announced by the Bank, as adjusted from time to

time with each change in the prime rate. The funds available to the Borrower

under the terms of the Revolving Loan will continue to be based on the Borrowing

Base calculation described in the Loan Agreement, and as amended. A Borrowing

Base Certificate, in the form of "Exhibit A" which is attached hereto and made a

part hereof, will be furnished by the Borrower to the Bank within twenty (20)

days of each month-end. In the event that the Borrower fails to submit the

required Borrowing Base Certificate within the required time, Borrower will pay

a $100.00 per day fee so long as the certificate remains outstanding.

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2. The Borrower will make payments of interest only on the Note on the

first day of each and every month with the first payment being due on January 1,

2005, and with such payments continuing on the same day of each month thereafter

until March 31, 2005, at which time the principal and any accrued and unpaid

interest shall be paid in full.

3. The Borrower covenants and agrees to provide to the Bank

management-prepared financial statements on a quarterly basis, within forty-five

(45) days of the end of each fiscal quarter-end. In addition, the Borrower will

provide audited financial statements, prepared by a certified public accounting

firm acceptable to Bank, within ninety (90) days of fiscal year-end. In the

event that financial statements are not provided as required, the Borrower will

pay to the Bank a $100.00 per day fee for each day each statement remains

outstanding.

4. Effective upon the date of the execution of this Agreement by all

parties, the Loan Agreement is amended by deleting the tangible net worth

covenant.

5. The Treasury Management Agreement is hereby amended to provide that the

Bank reserves the right to return any check drawn on the Borrower's depository

accounts if the account does not have collected funds in the account to pay the

check when presented. This decision by the Bank will be made in its sole and

unfettered discretion and the Bank will not be obligated to pay any overdrafts

on the