EXHIBIT 10.1


                               REVOLVING LOAN NOTE


$25,000,000                                                          May 4, 2001

        FOR VALUE RECEIVED, the undersigned,  The Harold C. Simmons Family Trust
No. 2 ("Maker"), promises to pay, on demand, subject to sixty days notice unless
there shall have occurred an "Event of Default" as defined below and as a result
this Note shall have at once become due and payable (the  "Maturity  Date"),  to
the order of EMS  Financial,  Inc. a New  Jersey  corporation  ("Payee")  or any
subsequent holder, at its offices at 16825 Northchase Drive, Suite 1200, Houston
TX 77060, or such other place designated by holder in writing, the principal sum
of TWENTY-FIVE  MILLION  DOLLARS  ($25,000,000),  or such lesser amount as shall
equal the aggregate  principal  amount of all  revolving  loans made to Maker by
Payee  hereunder (the "Revolving  Loans"),  together with interest from the date
hereof on the  unpaid  balance of this Note as it may exist from time to time at
the rate (herein called the "Applicable Rate") equal to prime, determined at the
beginning of each calendar  quarter,  and in no event shall the Applicable  Rate
exceed the maximum interest rate permitted to be charged from time to time under
applicable law (herein called the "Maximum Rate").  The Applicable Rate shall be
determined  based upon the published prime rate.  Accrued  interest on this Note
shall be computed  daily on the basis of a 365-day/366  day year, as applicable,
applied to the unpaid  principal  balance at the close of business  each day and
the  aggregate  of such  daily  amounts  of  accrued  interest  shall be payable
quarterly on the first business day following the end of each calendar  quarter.
Notwithstanding  the foregoing,  if at any time the Applicable  Rate exceeds the
Maximum Rate,  the rate of interest  payable under this Note shall be limited to
the Maximum Rate as provided above.

        Subject to the terms and conditions set forth in this Note,  Payee shall
make Revolving Loans to Maker at any time and from time to time from the date of
this Note until the  Maturity  Date,  in an  aggregate  principal  amount not to
exceed at any one time $25,000,000 (the "Maximum Revolving Loan Amount") at such
time.  Revolving Loans made under this Note shall be in an integral  multiple of
$200,000 and shall be wired by Payee to the account of Maker  requested by Maker
prior to 3:00 p.m.,  New York time,  on the  borrowing  date  proposed by Maker.
Maker shall give Payee  irrevocable  written  notice of all  proposed  Revolving
Loans not later than three  business  days prior to the  proposed  borrowing  (a
"Borrowing Notice"). Such Borrowing Notice shall specify the aggregate principal
amount of the  Revolving  Loan that  Maker is  requesting  Payee to make and the
requested  effective date of the proposed  Revolving  Loan.  Each Revolving Loan
shall bear interest on the outstanding  principal  balance thereof from the date
such Revolving Loan is made at the Applicable  Rate.  Proceeds of each Revolving
Loan shall be used for the general  purposes of the Maker including to refinance
existing obligations of the Maker.

        Payee  shall,  and is  hereby  authorized  by Maker to,  endorse  on the
schedule attached hereto an appropriate  notation evidencing the date and amount
of each  Revolving  Loan from Payee and the date and amount of each  payment and
prepayment with respect thereto;  provided that the failure of the Payee to make
such a notation on this Note or any error in such notation  shall not affect the
obligations of Maker under this Note.

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        Maker  shall  pay  Payee  on  the  last  day of  each  quarter  end,  in
immediately  available  funds, a revolving loan commitment fee (the "Fee") equal
to 1/2 of 1% per annum on the average  unused  amount of the  Maximum  Revolving
Loan  Amount for each  quarter.  Such Fee shall be  computed on the basis of the
actual number of days elapsed during the calendar  quarter on the basis of a 365
or 366 day year, as applicable. Such Fee shall commence on the date of this Note
and cease to accrue on the earlier of the Maturity  Date or any  termination  of
Payee's commitment to make Revolving Loans.

        Maker shall have the right at any time, in its sole  discretion and upon
not less  than 10 days  written  notice  to  Payee,  to  permanently  reduce  or
terminate  the Maximum  Revolving  Loan  Amount,  provided,  however,  that each
partial  reduction  thereof  shall be in an integral  multiple of $200,000.  Any
reduction of the Maximum  Revolving  Loan Amount shall be accompanied by payment
in full of any principal  over the reduced  Maximum  Revolving  Loan Amount plus
accrued  interest  thereon and accrued Fee  computed as provided in the previous
paragraph.

        Payee shall have the right at any time, in its sole  discretion and upon
not less than 60 days written  notice to Maker (unless there shall have occurred
and be continuing an Event of Default),  to permanently  reduce or terminate the
Maximum Revolving Loan Amount,  provided,  however,  that each partial reduction
thereof  shall be in an integral  multiple of  $200,000.  Any  reduction  of the
Maximum  Revolving  Loan Amount shall  require Maker to remit payment in full of
any  principal  over the reduced  Maximum  Revolving  Loan  Amount plus  accrued
interest  and accrued Fee computed as provided in the  paragraph  above upon the
expiration of such 60 day notice period.

        The  principal  balance of this Note may be prepaid  and  discharged  in
whole or in part by Maker at any time and from  time to time,  without  premium,
penalty or fee. Any such prepayment may be subsequently reborrowed.

        The Maker,  signers,  sureties,  guarantors  and endorsers of this Note,
jointly and  severally,  except as otherwise  expressly set forth herein,  waive
demand, presentment,  notice of nonpayment or dishonor, diligence in collecting,
grace,  notice of any protest,  and consent to all extensions for any periods of
time and partial payments, before or after maturity.

        If this Note is not paid at  maturity,  howsoever  such  maturity may be
brought  about,  and  the  same  is  placed  in the  hands  of an  attorney  for
collection, or if this Note is collected by suit or through bankruptcy,  probate
or other legal  proceedings,  Maker agrees to pay holder's  costs of collection,
when incurred, including reasonable attorney's fees.

        No delay in the  payments  to holder or in the  exercise of any power or
right  under this  Note,  or under any  instrument  securing  payment  hereof or
executed in connection herewith,  shall operate as a waiver thereof, nor shall a
single or  partial  exercise  of any power or right  preclude  other or  further
exercise thereof or exercise of any other power or right.

        Payment  of the  indebtedness  evidenced  by this Note is secured by the
security  interests  established  by  the  following  documents  (the  "Security
Documents"), to wit:

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<PAGE>

               A  Security  Agreement  dated as of May 4, 2001  executed  by the
        Maker and Payee covering certain securities owned by Maker.


        The term default shall include any or all of the following:

               (a) The  assignment  or voluntary or  involuntary  conveyance  by
        Maker of legal or beneficial  interest,  or Maker's mortgage,  pledge or
        grant of a security interest in any of the Collateral (as defined in the
        Security Agreement); or

               (b) The filing or issuance  of a notice of any lien,  warrant for
        distraint  or  notice  of levy  for  taxes  or  assessment  against  the
        Collateral  (except  for  those  liens  not  securing  indebtedness  for
        borrowed  money  which are being  contested  in good faith and for which
        adequate reserves have been created); or

               (c) Maker's nonpayment of any installment of principal,  interest
        or the Fee under this Note; or

               (d) The  adjudication of Maker as bankrupt,  or the taking of any
        voluntary  action  by  Maker or any  involuntary  action  against  Maker
        seeking an  adjudication  of Maker as bankrupt,  or seeking relief by or
        against Maker under any provision of the United States Bankruptcy Code;

               (e) The  failure by Maker to comply  with any other  covenant  in
        this Note or in the Security Documents;

               (f)  Maker's  default in any  payment  (regardless  of amount) of
        principal or interest on any other indebtedness for borrowed money; or

               (g) Maker's default in the observance or performance of any other
        agreement  or  condition  relating  to any such other  indebtedness  for
        borrowed  money or contained in any instrument  evidencing,  securing or
        relating thereto, or any other event shall occur or condition exist, the
        effect of which  default or other event or condition is to cause,  or to
        permit the holder of the indebtedness to cause, such other  indebtedness
        for borrowed money to become due prior to its stated maturity.

        An "Event of Default" shall be deemed to have occurred  immediately upon
any default  described in clause (d) or (g) above,  if any default  described in
clauses  (c) or (f)  above  is not  cured  within  5  days,  and if any  default
described in clauses (a),  (b), or (e) is not cured within 30 days after written
notice from Payee to Maker.

        If an Event of Default  relating  to a default  described  in clause (d)
above shall  occur,  the entire  principal  balance and accrued  interest  owing
thereon shall automatically become due and payable, without presentment, demand,
protest or notice of any kind, all of which are expressly  waived by Maker,  and
the commitment to make Revolving Loans shall automatically be terminated. If any
other Event of Default has  occurred  and is  continuing,  the entire  principal

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<PAGE>

balance and accrued  interest  owing hereof shall at once become due and payable
and the commitment to make Revolving  Loans shall be terminated  without notice,
at the option of the Payee, and the property  covered by the Security  Documents
shall be subject to foreclosure  under  applicable law. Failure to exercise this
option  shall not  constitute  a waiver of the right to exercise the same in the
event of any subsequent default. In the event any payment, including interest or
principal, required to be made under this Note is not made when due, interest on
the overdue sum shall accrue at the Applicable Rate plus four percent.

        So long as the Note shall remain unpaid,  the Maker shall furnish to the
Payee:

        (a)    as soon as  available  and in any event  not  later  than 75 days
               after the end of each of the first three  quarters of each fiscal
               year of the Maker, the unaudited balance sheet of the Maker as of
               the end of such quarter and the  unaudited  statements  of income
               and cash flows of the Maker for the period  commencing at the end
               of the previous year and ending with the end of such quarter, all
               in  reasonable  detail and duly  certified  with  respect to such
               statements  (subject to year-end  adjustments)  by the Trustee of
               the  Maker  as  being  complete  and  accurate  in  all  material
               respects;

        (b)    as soon as  available  and in any event  not  later  than 75 days
               after the end of each of the first three  quarters of each fiscal
               year of Contran Corporation,  the unaudited  consolidated balance
               sheet of Contran  Corporation  as of the end of such  quarter and
               the unaudited consolidated statements of income and cash flows of
               Contran  Corporation for the period  commencing at the end of the
               previous  year and ending  with the end of such  quarter,  all in
               reasonable  detail  and  duly  certified  with  respect  to  such
               unaudited   consolidated    statements   (subject   to   year-end
               adjustments)  by an  officer  of  Contran  Corporation  as  being
               complete and accurate in all material respects;

        (c)    as soon as  available  and in any event  not later  than 120 days
               after the end of each  fiscal  year of the  Maker,  a copy of the
               unaudited balance sheet of the Maker as of the end of such fiscal
               year and  unaudited  statement of income and of cash flows of the
               Maker for such fiscal  year,  all in  reasonable  detail and duly
               certified with respect to such statements by the Trustee of Maker
               as being complete and accurate in all material respects;

        (d)    as soon as  available  and in any event  not later  than 120 days
               after the end of each fiscal year of Contran Corporation,  a copy
               of the  annual  audit  report for such  year,  including  therein
               consolidated  balance sheets of Contran Corporation as of the end
               of such fiscal  year and  consolidated  statements  of income and
               retained  earnings  and of cash flows of the Contran  Corporation
               for such fiscal year, in each case with unqualified certification
               by  PricewaterhouseCoopers  LLP or  other  independent  certified
               public  accountants of national  recognized  standing  reasonably
               acceptable to Payee.

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        This Note shall be construed in accordance with the laws of the State of
New Jersey and the laws of the United States  applicable to  transactions in New
Jersey.

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<PAGE>


        IN WITNESS WHEREOF,  the undersigned  Maker has executed this Note as of
the day of May 4, 2001.

                                        The Harold C. Simmons Family Trust No. 2




                                        By:  /s/H. Simmons
                                             ----------------------------------
                                             H. Simmons

                                        Its: Trustee


Acknowledged  and  agreed  to by the  undersigned  solely  with  respect  to its
obligations in the second and third paragraph of this Note:

EMS Financial, Inc.


By:  /s/Robert D. Hardy
     -----------------------------------
     Robert D. Hardy

Its: Treasurer

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<PAGE>


                           SCHEDULE OF REVOLVING LOANS

Type of Transaction
(Loan or Payment)                      Date                        Amount
-------------------              ----------------            -------------------









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