TFC TEXTRON
                                [GRAPHIC OMITTED]



                  INSTALLMENT NOTE DATED AS OF DECEMBER 8, 1997
                  ---------------------------------------------



     For value  received,  the  undersigned  (jointly and severally if more than
one)  promises  to pay to the order of Textron  Financial  Corporation  ("TFC"),
having its principal  place of business in  Providence,  Rhode Island  (together
with any other holder of this Note,  hereinafter  referred to as the  "Holder"),
the  principal  sum of One Million Five Hundred Sixty Four Thousand Four Hundred
Fifty Seven and 18/100  Dollars  ($1,564,457.18),  together with interest on the
unpaid  principal  balance of this Note at the rate of Nine and  73/100  percent
(9.73%)  per  annum.   The   obligations  of  the   undersigned   hereunder  are
"Obligations" secured by the "Collateral" as defined and described in a Security
Agreement between the undersigned and the Holder dated as of December 8th , 1997
(the "Security Agreement"), and are entitled to all of the rights and privileges
provided therein, including rights of acceleration of this Note.

     This Note shall be due and payable in 48 monthly  installments of principal
and  interest  due and  payable on the 15th day of each month and in the amounts
specified below:

48 consecutive  installment(s) of $39,549.79 each beginning on January 15, 1998,
and continuing each month thereafter through and including December 15, 2001.

The entire  remaining  unpaid  balance and all  accrued  and unpaid  charges due
hereunder and under the Security  Agreement shall be due and payable on December
15, 2001 (the "Final Maturity Date").

     In the event any  amount  due  hereunder  is past due by more than ten (10)
days, the undersigned agrees to pay a late payment charge equal to the lesser of
(a) five  percent (5%) on and in addition to the amount of the past due payment,
or (b) the  maximum  charges  allowable  under  then  applicable  law.  Upon the
maturity of this Note (by reason of default and acceleration or otherwise),  the
undersigned  agrees to pay  interest  on the unpaid  balance and all accrued and
unpaid amounts due hereunder and under the Security  Agreement from the maturity
hereof  through the day of payment at a rate of interest  equal to the lesser of
(a) the Holder's  default rate of interest of 18% per annum,  or (b) the maximum
rate of interest allowable under then applicable law.

     The  entire  unpaid  principal  balance of this Note may be prepaid in full
(but not in part) upon five days  prior  written  notice to the  Holder  hereof,
provided  that any such  prepayment  shall be made together with (a) all accrued
interest and other charges owing hereunder or under the Security Agreement,  and
(b) a  prepayment  fee equal to three  percent (3%) of such  prepayment  if made
prior to the first  anniversary  of this Note;  thereafter,  two percent (2%) of
such  prepayment  if  made  prior  to  the  second  anniversary  of  this  Note;
thereafter,  one percent (1%) of such  prepayment.  The  prepayment fee provided
herein shall also be due and payable in the event of a default and  acceleration
of the  maturity  of this  Note in  accordance  with the  terms  hereof  and the
Security Agreement.

     Each payment  hereunder  shall be made in lawful money of the United States
and shall be payable to such account or address as the Holder  hereof shall from
time to time  direct the  undersigned.  All  amounts  received  shall be applied
first,  to accrued  late  charges and any other costs or expenses  due and owing
hereunder  or under the terms of the  Security  Agreement;  second,  to  accrued
interest; and third, to unpaid principal. If at any time during the term of this
Note the interest rate applicable hereunder exceeds the maximum rate of interest
permitted under then applicable law, then the interest rate shall  thereafter be

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deemed to be the maximum rate permitted  under then  applicable law, and amounts
of interest  received from the  undersigned in excess of such maximum rate shall
be considered reductions to principal to the extent of any such excess.

     Failure  to pay this  Note,  or any  installment  hereunder  after ten days
written  notice,  or default or failure in the  performance or due observance of
any of the terms,  conditions  or  obligations  hereunder  or under the Security
Agreement or in any other  agreement or instrument  between the  undersigned (or
any  endorser,  guarantor,  surety or other party  liable for the  undersigned's
obligations hereunder,  or any other entity controlling,  controlled by or under
common  control with the Holder),  shall  entitle the Holder to  accelerate  the
maturity of this Note and to declare the entire unpaid principal balance and all
accrued interest and other charges hereunder and under the Security Agreement to
be  immediately  due and  payable,  and to proceed at once to exercise  each and
every one of the  remedies  set forth in the  Security  Agreement  or  otherwise
available at law or in equity.

     The  undersigned  and all  other  parties  who may be  liable  (whether  as
endorsers, guarantors, sureties or otherwise) for payment of any sum or sums due
or to become  due under the  terms of this Note  waive  diligence,  presentment,
demand,  protest,  notice of  dishonor  and notice of any other kind  whatsoever
(except as may be provided herein or in the Security Agreement) and agree to pay
all costs  incurred by the Holder in enforcing its rights under this Note or the
Security  Agreement,  including  reasonable  attorney's fees, and they do hereby
consent to any number of  renewals or  extensions  at any time in the payment of
this Note.  No extension of time for payment of this Note made by any  agreement
with any person now or hereafter  liable for payment of this Note shall  operate
to release,  discharge,  modify,  change or affect the original  liability under
this Note,  either in whole or in part, of the undersigned.  No delay or failure
by the Holder hereof in exercising any right,  power,  privilege or remedy shall
be deemed to be a waiver of the same or any part  thereof;  nor shall any single
or partial  exercise thereof or any failure to exercise the same in any instance
preclude any future  exercise  thereof,  or exercise of any other right,  power,
privilege or remedy,  and the rights and remedies  provided  for  hereunder  are
cumulative and not exclusive of any other right or remedy available at law or in
equity. The Holder of this Note may proceed against all or any of the Collateral
securing   this  Note  or  against  any   guarantor   hereof,   or  may  proceed
contemporaneously  or in the first  instance  against the  undersigned,  in such
order and at such times following  default hereunder as the Holder may determine
in its sole discretion. All of the undersigned's obligations under this Note are
absolute and unconditional,  and shall not be subject to any offset or deduction
whatsoever.  The undersigned  waives any right to assert, by way of counterclaim
or affirmative defense (except for in the event of a compulsory counterclaim) in
any  action  to  enforce  the  undersigned's  obligations  hereunder,  any claim
whatsoever against the Holder of this Note.

     The  provisions  of  this  Note  shall  be  governed  by and  construed  in
accordance with the laws of the State of Rhode Island.

ATTEST/WITNESS:                               MAKER:

                                              Gum Tech International, Inc.

By: /s/  Shanna L. Gallo                      By:  /s/  Jeffrey Bouchy
    ---------------------------------             ------------------------------
Name:    Shanna L. Gallo                      Name:     Jeffrey Bouchy
                                              Title:   Secretary & Treasurer


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