DEMAND NOTE




                                 Maker: Payee:
              The JPM Company of Delaware, Inc. Abelardo Fraga Jr.

                        $1,000,000.00 November 12, 1998


FOR VALUE RECEIVED,  and intending to be legally bound hereby,  the undersigned,
their successors and assigns ("Maker"), promises to pay to the order of Abelardo
Fraga, Jr., his successors or assigns ("Payee"),  the principal amount set forth
above together  with: (i) interest at the rate of 8.75%  commencing to accrue on
the date set forth  above,  (ii) each  reasonable  cost and expense  incurred by
Payee in  endeavoring  to (a) collect any amount owing  pursuant to this Note or
(b) preserve or exercise any right or remedy of Payee pursuant to this Note (the
foregoing amount collectively referred to herein as the "Loan") which Loan shall
be due and  payable  immediately  upon  demand by Payee at the offices of Payee,
located at Rua  Gibraltar  314,  04755-070 Sao Paulo,  Brazil,  or at such other
place as Payee may specify,  in lawful money of the United States of America and
in immediately available funds.

Maker shall be in default hereunder,  and the entire unpaid Loan amount shall be
immediately due and payable, upon the occurrence of any of the following events:
(a) the nonpayment when due of the Loan; (b) if Maker becomes insolvent or makes
an  assignment,  for the benefit of  creditors or if any petition is filed by or
against Maker under any  provision of any law or statute  alleging that Maker is
insolvent or unable to pay debts as they mature; (c) if any case is commenced by
or against Maker pursuant to the United States Bankruptcy Code; (d) the entry of
any  judgment  against  Maker or the issuing of any  attachment  or  garnishment
against any property of Maker which remains undischarged for sixty (60) days.

This  Agreement  shall be  governed  by and  construed  in  accordance  with the
internal laws of the Commonwealth of Pennsylvania  disregarding  rules regarding
conflict of laws.

This Note may be prepaid in whole or in part,  at any time,  without  penalty or
discount.

Payment  is  to  be  made  absolutely  and  unconditionally,  without  defenses,
set-offs,  recaptures, claims or counterclaims.  Maker hereby waives presentment
for payment, notice of demand, notice of nonpayment or dishonor, protest, notice
of protest,  and all other notices in connection with the delivery,  acceptance,
performance, default or enforcement or payment of this Note.

IN THE EVENT OF FAILURE TO PAY WHEN DUE,  MAKER, IN ADDITION TO ANY OTHER RIGHTS
GIVEN TO PAYEE HEREIN OR BY THE LAW, IRREVOCABLY  AUTHORIZES ANY ATTORNEY OF ANY
COURT OF RECORD TO APPEAR  FOR MAKER AT ANY TIME AFTER THE LOAN SHALL BE DUE AND
PAYABLE AS  AFORESAID,  TO WAIVE THE  ISSUANCE  AND  SERVICE  OF PROCESS  AND TO
CONFESS  JUDGMENT  AGAINST  MAKER AND IN FAVOR OF PAYEE  FOR SUCH  AMOUNT AS MAY
APPEAR TO BE UNPAID OR DECLARED DUE HEREON,  TOGETHER WITH COSTS AND  REASONABLE
ATTORNEY'S FEES, AND TO CONSENT TO IMMEDIATE EXECUTION UPON SUCH JUDGMENT.

The authority  herein granted to confess  judgment shall not be exhausted by any
exercise  thereof  but shall  continue  from time to time and at all times until
full payment of all amounts due hereunder.  Maker hereby waives and releases all
errors,  defects and imperfections  whatever in the entry of such judgment or in
any  process or  proceeding  thereon  or in anyway  concerning  the same.  Maker
consents to the jurisdiction of the Court of Common Pleas of Union County or any
other court of competent  jurisdiction in the  Commonwealth of Pennsylvania  and
the federal courts of the Middle  District of  Pennsylvania  and agrees that any
action or  proceeding  may be  maintained  in said  courts by service of process
effectuated by registered mail, postage prepaid,  return-receipt requested or by
overnight courier to the address of Maker set forth below.

In addition to any remedies  which might be taken  against Maker in the event of
default,  Payee may secure payment of any funds owing  hereunder by, at his sole
option,  taking all action permitted under provisions of the Uniform  Commercial
Code with respect to the personal  property  designated as  Collateral  for this
Promissory Note.

Notwithstanding  payment of the Loan, the obligations of the Borrower under this
Note shall survive such payment and cancellation of this Note in the event that,
and to the extent that,  there should ever be any recapture  from the payee by a
trustee in bankruptcy, creditors or otherwise.

If more than one person has executed this  Promissory  Note,  their  obligations
hereunder shall be joint and several.

IN WITNESS  WHEREOF,  Maker has executed  this Note as of the day and year first
above written.



The JPM Company of Delaware, Inc.

Witness:  /s/ Laney Shambach

______________________________

/s/ John H. Mathias

John H. Mathias, Chairman and CEO


/s/ Wayne A. Bromfield

Wayne A. Bromfield, Executive Vice President