General Semiconductor, Inc.
                                  Exhibit 10.14

                                 PROMISSORY NOTE


$500,000.00                                       Dated as of September 1, 2000


          FOR VALUE RECEIVED,  W. John Nelson ("Employee") and Paola Nelson (the
     "Employee" and Paola Nelson are sometimes  collectively  referred to herein
     as  "Borrower"),  husband and wife,  whose address for the purposes of this
     Promissory Note shall be 3655 Country Club Terrace,  Blackhawk,  California
     94506,  hereby  unconditionally and irrevocably promise to pay to the order
     of General  Semiconductor,  Inc., a Delaware  corporation (which,  together
     with  any  subsequent  holder  of this  Note,  is  referred  to  herein  as
     "Lender"),  at its offices located at 10 Melville Park Road, Melville,  New
     York 11747,  or such other place as Lender may designate from time to time,
     the   principal   sum  of  FIVE  HUNDRED   THOUSAND   AND  NO/100   DOLLARS
     ($500,000.00),  plus all subsequent  advances made and extensions of credit
     given to Borrower,  together with interest  accrued on the unpaid principal
     hereof  from  the date  hereof  at a rate of 6.23%  per  annum,  compounded
     semi-annually,  until  paid  in  full.  Interest  on this  Promissory  Note
     ("Note")  shall  be  computed  on the  basis  of a year of 365 days for the
     actual number of days elapsed  unless such  computation  shall result in an
     interest rate higher than the highest rate allowable  under  applicable law
     (the "Maximum  Rate"),  in which event the interest rate hereunder shall be
     the Maximum Rate.

     1.   Payment Provisions.
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          1.1 Payment.  The  outstanding  principal  amount of this Note and all
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     unpaid  interest  accrued  thereon  shall be due and payable in full on the
     seventh (7th)  anniversary  of the date of this Note (to wit,  September 1,
     2007) (the "Maturity  Date") or in such amounts and on such earlier date(s)
     as otherwise provided herein.  Whenever any amount is paid under this Note,
     such amount shall be applied  first to interest and then to  principal.  To
     the extent allowed under applicable law, the holder of this Note shall have
     full recourse against Borrower.

          1.2 Voluntary  Prepayment.  Borrower  reserves the right to prepay the
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     outstanding  principal  amount of this Note and any unpaid interest accrued
     thereon in full or in part at any time during the term of this Note without
     notice and without premium or penalty.

          1.3      Mandatory Prepayment.
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          (a) If at any time, or from time to time,  Employee  shall be eligible
     to receive a cash annual  incentive  bonus  payment from  Lender,  Borrower
     agrees that Lender, in its sole and absolute discretion,  shall be entitled
     to prepay such portion of the outstanding principal amount of this Note and
     any unpaid interest accrued thereon (the "Outstanding Amount") equal to the
     lesser of (i) fifty percent (50%) of the gross cash annual  incentive bonus
     payment, and (ii) the Outstanding Amount, by deducting,  in accordance with
     the regular  payroll  practices of Lender for its  executives,  such amount
     from Employee's cash annual incentive bonus.

          (b) In the event of the  termination  of  Employee's  employment  with
     Lender by Lender  without  "Cause"  (as such term is defined in the Amended
     and Restated  Severance  Protection  Agreement  entered into by and between
     Lender and Employee,  dated as of October 29,  1998, as amended October 19,
     1999 (the  "Severance  Protection  Agreement")),  by  Employee  with  "Good
     Reason" (as such term is defined in the Severance Protection  Agreement) or
     by reason of Employee's  death or "Disability"  (as such term is defined in
     the Severance Protection Agreement),  the Outstanding Amount,  irrespective
     of the Maturity  Date,  and without  demand or notice by Lender  (except as
     otherwise  required herein) shall become due and payable on the first (1st)
     anniversary of such termination of employment.

          (c) In the event of the  termination  of  Employee's  employment  with
     Lender by Employee  without  Good  Reason,  or by Lender  with  Cause,  the
     Outstanding  Amount,  irrespective of the Maturity Date, and without demand
     or notice by Lender (except as otherwise  required herein) shall become due
     and payable on the date that is sixty (60) days following such  termination
     of employment.

          (d) Notwithstanding the foregoing,  in the event that the Property (as
     defined below) or any portion thereof, or any interest therein is assigned,
     encumbered,  transferred,  sold, conveyed,  or alienated by Borrower, or by
     operation of law or otherwise,  Lender shall have the right, at its option,
     without notice to Borrower, to declare all sums under this Note immediately
     due and  payable;  provided,  however,  in the case of a transfer,  sale or
     conveyance  of the  Property  by  Borrower  (collectively,  a "Sale"):  (i)
     Borrower agrees to pay to Lender the proceeds received by Borrower upon the
     consummation of such Sale in an amount  sufficient to repay the Outstanding
     Amount;  and (ii) if such  proceeds are  insufficient  to repay in full the
     Outstanding  Amount,  the balance of the Outstanding Amount remaining after
     application  of the Sale proceeds,  irrespective  of the Maturity Date, and
     without  demand or notice by Lender (except as otherwise  required  herein)
     shall become due and payable on the date that is sixty (60) days  following
     such Sale.

          1.4 Use of Proceeds. Borrower represents,  warrants and covenants that
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     the  proceeds  of this Note  shall be used only to  purchase  that  certain
     property known as 3655 Country Club Terrace,  Blackhawk,  California  94506
     (the "Property"), as more particularly described on Exhibit "A" attached to
                                                         -----------
     the Second Deed of Trust (defined  below).  No part of the proceeds of this
     Note shall be used for any other purpose whatsoever.

          1.5 Payment  Terms.  All payments shall be made in lawful money of the
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     United States of America in immediately available funds.

          2. Security.  At Lender's option  (to be  exercised  in its  sole and
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     absolute  discretion)  and upon Lender's  recordation of the Second Deed of
     Trust  (defined  below)  against the  Property in the  Official  Records of
     Contra Costa County, California, this Note shall become secured by the lien
     of that  certain  Short  Form Deed of Trust and  Assignment  of Rents  (the
     "Second Deed of Trust") to be executed by Borrower  concurrent herewith and
     delivered  by  Borrower,  as trustor,  to Old Republic  Title  Company,  as
     trustee,  naming Lender,  as  beneficiary,  and encumbering the Property as
     more particularly defined in the Second Deed of Trust.  Borrower represents
     and warrants that it holds good and marketable  title to the Property,  and
     that the only lien,  claim or  encumbrance  on the  Property as of the date
     hereof is that  certain Deed of Trust and  Assignment  of Rents (the "First
     Deed of  Trust")  to be  executed  and  delivered  by the  undersigned,  as
     trustor,  and dated on or about  September  1, 2000,  and  encumbering  the
     Property as more particularly defined in the First Deed of Trust.  Borrower
     represents and warrants that the Promissory  Note secured by the First Deed
     of Trust and this Note do not or will not,  in the  aggregate,  exceed  the
     purchase  price paid by Borrower for the Property.  Borrower  covenants and
     agrees  that it will not  subject the  Property  to any  additional  liens,
     claims or encumbrances of any kind whatever, except pursuant hereto.

          3.  Governing Law.  The terms of this  Note  shall  be  construed  in
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     accordance  with the laws of the  State of  California.  This Note has been
     delivered to Lender and accepted by Lender in the State of California. Each
     of Borrower and Lender hereby irrevocably and  unconditionally  consents to
     submit to the  jurisdiction and venue of any federal or state court located
     in the State of California for any litigation arising out of or relating to
     this Note and agrees not to commence any litigation relating thereto except
     in such courts.

          4.  Amendments/Waivers. Any term of this Note may be amended or waived
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     only upon the written consent of Borrower and Lender.

          5.  Default. Upon the occurrence  of an Event of Default  (as  defined
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     below), at the option of Lender, the entire outstanding principal amount of
     this Note and any unpaid interest accrued thereon shall immediately  become
     due and payable  without  notice of default or other  notices or demands of
     any kind whatsoever,  all of which are hereby expressly waived by Borrower.
     If an Event of  Default  occurs  and is  continuing,  Lender may pursue any
     available  remedy by  proceeding at law or in equity to collect the payment
     of principal of, or interest on, this Note or to enforce the performance of
     any  provisions  of this Note. A delay or omission by Lender in  exercising
     any right or remedy  arising upon an Event of Default  shall not impair the
     right or remedy or constitute a waiver of, or acquiescence in, the Event of
     Default. No remedy is exclusive of any other remedy. All available remedies
     are  cumulative.  Upon and during any Event of Default under this Note, the
     Deed of Trust or any other agreement  securing this Note, the interest rate
     under this Note  will,  at the  option of  Lender,  increase  to a rate two
     percent (2%) above the interest  rate  otherwise  payable  under this Note.
     Borrower  recognizes  that:  (i) any default in making any  installment  or
     other  payment due  hereunder  will result in Lender  incurring  additional
     expenses due to Lender's loss of the use of the money due hereunder and the
     interest thereon; (ii) Lender will be entitled to damages for the detriment
     caused  thereby;  and (iii) it is extremely  difficult and  impractical  to
     ascertain the extent of such damages. Therefore,  Borrower acknowledges and
     agrees that the default  interest  provided for hereunder  shall be payable
     not as a penalty but as a  reasonable  estimate of  Lender's  damages.  The
     default  rate  shall  accrue  on  the  entire  outstanding  balance  hereof
     including without limitation, delinquent interest and any and all costs and
     expenses incurred by Lender in connection  therewith.  For purposes of this
     Note,  the term "Event of Default" shall mean, the occurrence of any of the
     following:

          (a)  Borrower  fails to make any  payment  of  principal  or  interest
     hereunder as and when the same becomes due and payable in  accordance  with
     the terms hereof; or

          (b)  Borrower  fails  fully and timely to perform or observe any other
     obligation or term of this Note; or

          (c)  Employee or Paola Nelson is the subject of an order for relief by
     a bankruptcy  court, or is unable or admits in writing its inability to pay
     its  debts as they  mature,  or  makes an  assignment  for the  benefit  of
     creditors;  or  Employee  or Paola  Nelson  applies  for or consents to the
     appointment of any receiver, trustee, custodian,  conservator,  liquidator,
     rehabilitator,  or similar  officer for Employee or Paola Nelson or for all
     or  any  part  of  its  property;  or  any  receiver,  trustee,  custodian,
     conservator,  liquidator,  rehabilitator  or similar  officer is  appointed
     without the  application  or consent of Employee or Paola  Nelson,  and the
     appointment  continues  undischarged  or unstayed  for sixty (60)  calendar
     days; or Employee or Paola Nelson institutes or consents to any bankruptcy,
     insolvency or similar proceeding relating to Employee or Paola Nelson or to
     all or any part of its property under the laws of any jurisdiction;  or any
     similar  proceedings is instituted without the consent of Employee or Paola
     Nelson and continues  undismissed or unstayed for sixty (60) calendar days;
     or any judgment,  warrant,  writ of  attachment  of  execution,  or similar
     process  is issued or levied  against  all or any part of the  property  of
     Employee  or Paola  Nelson and is not  released,  vacated  or fully  bonded
     within sixty (60) calendar days after its issue or levy; or

          (d) All or a substantial portion of the Property is condemned,  seized
     or appropriated by a governmental body or agency.

          6. Exercise of Power of Lender.  No single or partial exercise of any
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     power  hereunder shall preclude other or further  exercises  thereof or the
     exercise of any other power. Any delay or omission on the part of Lender in
     exercising any right hereunder shall not operate as a waiver of such right,
     or of any other right under this Note.

          7. Successors  and  Assigns.  This Note shall inure to the  benefit of
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     Lender and its  successors and assigns.  As such,  Lender may transfer this
     Note and deliver to the  transferee(s) all or any part of the property then
     held by it as security  hereunder,  and the  transferee(s)  shall thereupon
     become  vested with all the powers and rights  herein  given to Lender with
     respect thereto;  and Lender shall thereafter be forever relieved and fully
     discharged from any liability or responsibility  in the matter,  but Lender
     shall  retain all rights and powers  hereby  given with respect to property
     not so  transferred.  The  obligations of Borrower  hereunder  shall not be
     assignable.

          8.Liability for Costs and Expenses. Upon the occurrence of an Event of
            --------------------------------
     Default under this Note, Borrower will be liable for all costs and expenses
     of collection, including reasonable attorney's fees, incurred in collecting
     the money due  hereunder,  whether  such  items are  incurred  in or out of
     litigation, in or out of a bankruptcy case or proceeding, or otherwise.

          9.  Waiver. Borrower and all  sureties  and  endorsers,  jointly  and
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     severally,  waive  diligence,   grace,  demand,  presentment  for  payment,
     exhibition  of this Note and also notice of protest,  demand,  dishonor and
     nonpayment of this Note and all exemption  rights against the  indebtedness
     evidenced  by this Note.  No extension of time for the payment of this Note
     shall  affect  the  original  liability  under this Note of  Borrower.  The
     pleading of any statute of  limitations  as a defense to any demand against
     Borrower is  expressly  waived by Borrower to the full extent  permitted by
     law.

          10.  Setoff.  The  obligation  to pay  Lender  shall be  absolute  and
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     unconditional and the rights of Lender shall not be subject to any defense,
     setoff,  counterclaim  or  recoupment or by reason of any  indebtedness  or
     liability at any time owing by Lender to Borrower.

          11.  Payment Notice.  This Note is  subject  to  Section  2966 of the
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     California Civil Code, which provides that Lender shall give written notice
     to Borrower,  or its successor in interest,  of prescribed  information  at
     least  ninety  (90) days and not more than one  hundred  fifty  (150)  days
     before any balloon payment is due.

          12.  Notices.  All  notices,   requests,  claims,  demands  and  other
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     communications  hereunder  to any  party  shall  be  deemed  sufficient  if
     contained in a written instrument  delivered in person or sent by telecopy,
     nationally  recognized  overnight  courier  or first  class  registered  or
     certified mail,  return receipt  requested,  postage prepaid,  addressed to
     such party at the address set forth below or such other address for a party
     as shall be specified in a notice given in accordance with this Section 12.
     If to Borrower, at 3655 Country Club Terrace, Blackhawk,  California 94506,
     and if to  Lender,  at 10  Melville  Park  Road,  Melville,  New York 11747
     (Attention: Chief Financial Officer).

         13.   Effect of Note.
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          13.1 It is the  intention of Lender and Borrower  that this Note shall
     remain in full  force and effect  and shall  continue  to be secured by the
     Deed of Trust until all  obligations  of Borrower to Lender under this Note
     have been fully satisfied.

          13.2 BORROWER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF THIS NOTE
     SHALL NOT CREATE A  PARTNERSHIP,  JOINT  VENTURE OR ANY OTHER  RELATIONSHIP
     BETWEEN  THE  PARTIES  EXCEPT THE  RELATIONSHIP  OF  BORROWER  AND  LENDER.
     ACCORDINGLY,  NOTHING  CONTAINED IN THIS NOTE OR IN THE DEED OF TRUST SHALL
     OBLIGATE OR BE DEEMED TO OBLIGATE LENDER TO PAY ANY COSTS, FEES OR EXPENSES
     OF THE REAL  PROPERTY,  OR TO  REIMBURSE  BORROWER  FOR ANY  SUCH  COSTS OR
     OTHERWISE.  IN  ADDITION,  NOTHING IN THIS NOTE OR IN ANY OF THE OTHER LOAN
     DOCUMENTS  SHALL BE DEEMED TO IMPLY THAT  LENDER IS AN OWNER OR OPERATOR OF
     THE REAL PROPERTY OR ANY OTHER BUSINESS OR BUSINESSES LOCATED THEREON OR IN
     CONNECTION  THEREWITH  AND LENDER  SHALL NOT BE DEEMED TO CONTROL OR REVIEW
     BORROWER'S  OWNERSHIP  OR  OPERATION  OF THE  REAL  PROPERTY  OR ANY  OTHER
     BUSINESS OR BUSINESSES LOCATED THEREON OR IN CONNECTION THEREWITH.


         14.       Miscellaneous
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          14.1 Separability. Any provision of this Note which shall be held by a
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     court to be  invalid,  void or illegal  shall in no way  affect,  impair or
     invalidate any other provision or term hereof, and such other provisions or
     terms shall remain in full force and effect.

          14.2 Joint and Several Liability.  Each of the  parties  constituting
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     Borrower under this Note shall be jointly and severally  liable for all the
     obligations of all parties constituting Borrower under this Note.

          14.3 Time of the Essence.  Time is of the essence with respect to each
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     and every provision hereof.

          14.4  Loss of Note.  In the event of the loss,  theft,  mutilation  or
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     destruction  of this Note,  upon  Borrower's  receipt of notice from Lender
     that such Note has been lost,  stolen,  mutilated  or  destroyed,  Borrower
     shall  execute and  deliver to such party or Lender,  as the case may be, a
     new promissory  note in form and content  identical to this Note in lieu of
     the loss, stolen, destroyed or mutilated Note.

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

                                            BORROWER:

                                            /s/   W. John Nelson
                                            ________________________
                                            W. John Nelson

                                            /s/  Paola Nelson
                                            ________________________
                                            Paola Nelson