DISCRETIONARY CREDIT LINE NOTE


$5,000,000.00                                            January 23, 1997
                                                         Boston, Massachusetts


           FOR VALUE RECEIVED, the undersigned ASAHI/AMERICA, INC., a
Massachusetts business corporation ("AAI"), and ASAHI ENGINEERED PRODUCTS, INC.,
a Massachusetts business corporation ("AEPI") (AAI and AEPI are hereinafter
referred to collectively as the "Borrowers"), hereby absolutely, unconditionally
and jointly and severally promise to pay to the order of CITIZENS BANK OF
MASSACHUSETTS, a Massachusetts bank, at its principal office at 55 Summer
Street, Boston, Massachusetts 02110 (hereinafter, including any subsequent
holder hereof, the "Lender"):

                     (a) the principal amount of FIVE MILLION DOLLARS
           ($5,000,000.00) or, if less or more, the aggregate unpaid principal
           amount of revolving credit loans advanced by the Lender from time to
           time pursuant to Section 2.2 of that certain Credit Agreement dated
           as of the date hereof (the "Credit Agreement"), among the Borrowers
           and the Lender; and

                     (b) any then unpaid interest on the principal balance
           hereof from time to time outstanding from the date hereof through and
           including the date on which such principal amount is paid in full.

           Except as otherwise provided below, revolving credit loans
outstanding from time to time shall bear interest from the date such Loans are
made until repaid in full at the rate provided in Section 2.3 of the Credit
Agreement. Interest shall be computed on the basis of a 360-day year for the
number of days actually elapsed.

           Interest on the indebtedness evidenced by this Note shall be payable
monthly in arrears on the 1st day of the succeeding month, commencing February
1, 1997, with a final payment at the maturity of this Note. The principal amount
of the indebtedness evidenced by this Note shall be due and payable upon the
earlier of (i) DEMAND by Lender, (ii) September 30, 1997, (iii) the Termination
Date or (iv) the occurrence of an Event of Default, whereupon the entire unpaid
principal amount of this Note and all of the unpaid interest accrued thereon may
be declared and thereby become immediately due and payable. Lender may charge
any Borrower's accounts with Lender for all payments of interest, principal and
fees due in respect of this Note, and Lender shall within two (2) business days
thereafter provide the Borrowers


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with a statement of such charges. Whenever a payment hereunder becomes due on a
day which is not a Business Day, the due date for such payment shall be extended
to the next succeeding Business Day, and interest shall accrue during such
extension.

           Overdue principal and (to the extent permitted by applicable law)
interest on the indebtedness evidenced by this Note, and all other overdue
amounts payable hereunder, shall, upon notice to the Borrowers from the Lender,
bear interest at a rate per annum equal to four hundred (400) basis points above
the rate of interest otherwise payable hereunder, compounded daily and payable
on DEMAND, to accrue from the date of such notice until payment thereof.
Payments (other than of principal) made more than ten (10) days after their due
date, shall be subject to a 5% late payment penalty, AND except when payment
becomes due solely by reason of DEMAND by Lender in the absence of an Event of
Default and prior to September 30, 1997.

           This Note evidences borrowings under, and has been issued by the
Borrowers in accordance with the terms of, the Credit Agreement. The Lender and
any holder hereof is entitled to the benefits of the Credit Agreement and may
enforce the agreements of the Borrowers contained therein (and in any other Loan
Document), and any holder may exercise the respective remedies provided for
thereby or otherwise available in respect thereof, all in accordance with the
respective terms thereof. All initially capitalized terms used but not otherwise
defined in this Note shall have the same meanings herein as in the Credit
Agreement.

           The Borrowers shall have the right to prepay the whole or any part of
the principal of this Note, upon the terms and subject to the conditions set
forth in Section 2.3 of the Credit Agreement.

           The Borrower and every endorser and guarantor of this Note or the
obligation represented hereby waive presentment, demand, notice, protest and all
other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, assent to any extension or
postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release
of any other party or person primarily or secondarily liable in respect of this
Note.

           The indebtedness evidenced by this Note is commercial in nature and
shall not be used for personal, family, household or agricultural purposes.

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           This Note shall be deemed to take effect as a sealed instrument under
the internal laws of the Commonwealth of Massachusetts (excluding the conflict
of law rules thereof) and for all purposes shall be construed in accordance with
such laws.

           IN WITNESS WHEREOF, ASAHI/AMERICA, INC. and ASAHI ENGINEERED
PRODUCTS, INC. has each executed and delivered this Note by its
duly authorized officer as of the day and year first above
written.


WITNESS:                          ASAHI/AMERICA, INC.



/s/ John E. Lawrence              By: /s/ Leslie B. Lewis
__________________________        ___________________________
John E. Lawrence
                                  Title: President
                                        ________________________


                                  ASAHI ENGINEERED PRODUCTS, INC.



/s/ John E. Lawrence              By: /s/ Leslie B. Lewis
__________________________        ___________________________
John E. Lawrence
                                  Title: President
                                        ________________________


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