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                                  EXHIBIT 10-21
                                  -------------

                             SECURED PROMISSORY NOTE


February 12, 2001
Rochester, New York                                                 $183,304.39

         FOR VALUE RECEIVED, the undersigned (the "EXECUTIVE"), promises to pay
to the order of GENESEE CORPORATION, a New York corporation (the "COMPANY"), at
the principal office of Company or at such other place as Company may designate
in writing to Executive, the principal sum of ONE HUNDRED EIGHTY-THREE THOUSAND
THREE HUNDRED FOUR DOLLARS AND THIRTY-NINE CENTS (U.S. $183,304.39) in lawful
money of the United States of America, as follows:

         1. BACKGROUND. This Note evidences a loan made by the Company to the
Executive to facilitate the purchase by the Executive of (a) 4,000 shares of the
Company's Class B common stock, par value $0.50 per share, in accordance with
the terms of a certain Employment Agreement, dated as of January 25, 2000, by
and between the Company and the Executive (the "EMPLOYMENT AGREEMENT"), and (b)
2,000 shares of the Company's Class B common stock, par value $0.50 per share,
in accordance with an option granted under the Company's 1992 Stock Plan
(collectively, the "SHARES").

         2. INTEREST. Prior to maturity of this Note pursuant to Section 3(b),
by acceleration or otherwise (collectively, "MATURITY"), no interest shall
accrue on the unpaid principal of this Note. After Maturity, interest shall
accrue on the unpaid principal of this Note at the at the rate of 12% per annum
until the Note has been paid in full.

         4. PAYMENTS.

           (a) Subject to Section 3(b) and any earlier acceleration of this
Note, the principal amount of this Note shall become due and payable in (i) the
event of, and to the extent of any cash payments, cash dividends or other cash
distributions in respect of the Pledged Shares and (ii) in the event of, and to
the extent of, any Net Proceeds received from, the sale of any Pledged Shares.
As used herein, "NET PROCEEDS" shall mean the total proceeds received from the
sale of Pledged Shares by the Executive, minus an amount equal to any brokerage
commissions or similar transaction expenses incurred by reason of the sale of
such Pledged Shares. In the event any dividend payments or the sale of any
Pledged Shares, the Executive hereby authorizes the Company to retain and apply
the dividend payments and Net Proceeds to the payment of this Note. Concurrently
with any such dividend or sale, the Company shall make a notation of such
payment hereon.

           (b) This Note shall mature and all remaining unpaid principal of this
Note shall become due and payable upon the earlier to occur of (i) the sixth
(6th) month after the Company gives the Executive written notice that the
Company's Board of Directors has determined, in its sole discretion, that it
does not anticipate the Company making any further material liquidating
dividends, and (ii) the termination of Executive's employment or service with
the Company due to Cause, or his resignation from the Company.

         4. WAIVERS, ETC. Executive hereby waives presentment, demand, notice of
nonpayment, protest, notice of protest, notice of dishonor, bringing of suit and
diligence in taking any action to collect amounts called for hereunder.

         5. COLLATERAL.

           (a) In order to secure Executive's obligations hereunder, the
Executive hereby pledges and grants to Company a continuing, perfected, first
priority security interest in and to (a) the Shares which are

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represented by stock certificate numbers 12,506 and 12,507, and any and all
shares or other securities hereafter issued by the Company with respect thereto
(collectively, the "PLEDGED SHARES"), physical possession of which has been
heretofore delivered to Company, irrevocably authorizing Company to arrange for
the transfer of the Pledged Shares on the books of Company, in the name and for
the benefit of Company upon Maturity; and (b) all proceeds from the sale,
exchange or disposition of the Pledged Shares. This pledge of the Pledged Shares
effected hereby shall remain in effect until, and shall automatically terminate
without any action on the part of any person upon, the payment in full of this
Note.

           (b) Prior to Maturity, Executive shall be entitled to: (i) vote the
Pledged Shares in Executive's sole discretion; (ii) receive all dividends
payable with respect to the Pledged Shares (subject to the Company's right to
retain such dividends and apply them to the payment of this Note in accordance
with Section 3(a) above); (iii) dispose of the Pledged Shares and receive the
Net Proceeds therefrom (subject to the Company's right to retain such dividends
and apply them to the payment of this Note in accordance with Section 3(a)
above); and (iv) exercise all other rights afforded a holder of the Company's
Class B common stock under applicable law; provided, however, that all stock or
securities issuable upon any dividend, split, revision or reclassification on or
with respect to the Pledged Shares, or any part thereof or received in exchange
for the Pledged Shares as a result of a merger, consolidation or other corporate
reorganization, shall be transferred directly to Company and held by Company as
additional collateral under the terms hereof, and shall constitute Pledged
Shares.

         6. REMEDIES.

           (a) If this Note or any installment of principal hereunder is not
paid when due, then Company may, at its option, declare this Note immediately
due and payable in full. If the Executive should make an assignment for the
benefit of creditors, or institute or have instituted against him or her any
insolvency or bankruptcy proceedings, this Note shall become immediately due and
payable, without any action on the part of the Company.

           (b) Upon the occurrence of any default in any payment of principal
hereunder or in the event this Note is accelerated as a result of any insolvency
or bankruptcy of Executive, Company shall be entitled to exercise all rights of
foreclosure upon the Pledged Shares (and the proceeds therefrom) under
applicable law and equity. Such powers shall include, without limitation, the
full power and authority of Company, to the extent not prohibited by applicable
law, to transfer to Company or its assignee the Pledged Shares without
foreclosure, auction or sale and thereafter exercise all the rights incident to
ownership of the Pledged Shares as referred to in Section 5 above. If this Note
or any portion of the principal hereof is not paid when due, and this Note is
placed in the hands of an attorney for collection, and/or suit is filed hereon,
and as often as any of such events occur, Executive agrees to pay, in addition
to the unpaid principal, all reasonable collection costs, including, without
limitation, the Company's reasonable attorneys' fees and expenses incurred in
connection with such collection activities and/or suit.

           (c) In addition to recourse against the Pledged Shares, recourse for
the payment of the principal of or interest on this Note or for any claim based
hereon (including, without limitation, any fees, expenses, costs of collection
or other amounts of whatever nature) shall be had against the Executive, his
heirs, legal representatives or assigns, directly or indirectly, by way of
set-off or otherwise; all such liability being, by the acceptance hereof and as
part of the consideration for the issue hereof, expressly acknowledged and
affirmed.

         7. ASSIGNMENT. Upon any transfer of this Note, the holder of this Note
may deliver the Pledged Shares or any part thereof to the transferee, who shall
thereupon become vested with all the powers and rights hereinabove given to
Company in respect of this Note and the Pledged Shares.

         8. EXECUTIVE'S REPRESENTATIONS AND WARRANTIES. Executive hereby
represents and warrants to Company as follows: (a) Executive has good and
marketable title to the Pledged Shares, free and clear of any and all liens,
claims and encumbrances (except the pledge and security interest granted herein,
as may be set forth in the Employment Agreement and under applicable securities
laws); (b) Executive has full right and authority to execute,

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deliver and perform Executive's obligations under this Note and to pledge and
grant a security interest in the Pledged Shares hereunder; and (c) this Note is
binding and enforceable against Executive in accordance with its terms.

        9. MISCELLANEOUS.

           (a) In the event that any clause or provision of this Note is
determined to be invalid or unenforceable for any reason, this Note shall
continue to be enforceable to the maximum extent permitted by applicable law;
and in particular, if any remedy is determined to be in excess of that permitted
by applicable law, the excessive remedy shall be reduced to the maximum
enforceable level and, as so reduced and modified, this Note shall be enforced
to the maximum extent permitted by applicable law.

           (b) The provisions of this Note shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the
principles of conflicts of law thereof.

           (c) All notices and other communications hereunder shall be in
writing and will be deemed to have been duly given if delivered or mailed in
accordance with the Employment Agreement.

           (d) The headings contained in this Note are for reference purposes
only and shall not affect in any way the meaning or interpretation of the
provisions hereof.

         IN WITNESS WHEREOF, the undersigned has executed and delivered this
Note as of the date first set forth above.

                                       /S/ KARL D. SIMONSON
                                       -----------------------------------
                                       Karl D. Simonson