Exhibit 10.16
                          EQUIPMENT LINE OF CREDIT NOTE
                          -----------------------------


$150,000.00                                           Bala Cynwyd, Pennsylvania
                                                           August 31, 2002



      FOR VALUE RECEIVED, without defalcation,  J. M. AHLE CO., INC., a Delaware
corporation  ("Maker"),  in accordance  with the terms and  conditions set forth
below,  hereby promises to pay to the order of SOVEREIGN BANK (the "Bank"),  the
principal sum of One Hundred Fifty Thousand Dollars ($150,000.00) or such lesser
amount as may be  advanced  to Maker,  in lawful  money of the United  States of
America,  together with  interest  thereon at an annual rate equal to the "Prime
Rate" (as defined herein) plus one-quarter  percent (.25%);  provided,  however,
that the  amount  advanced  by Bank in each  instance  shall not  exceed  eighty
percent (80%) of the lesser of the net book value or the current market value of
the specific  equipment being purchased and, in the aggregate,  shall not exceed
$150,000.00.

      (a) The "Prime  Rate" is the  floating  annual  rate of  interest  that is
announced  from  time to time by the Bank as the  Prime  Rate and is used by the
Bank as a reference  base with respect to different  rates charged to borrowers.
The Prime Rate shall change  simultaneously  and  automatically  upon the Bank's
designation  of any change in such Prime  Rate.  The  Bank's  determination  and
designation  from  time to  time of the  referenced  rate  shall  not in any way
preclude the Bank from making loans to other borrowers at a rate which is higher
or lower than or different from the Prime Rate.

      (b)  Interest  shall be due and  payable  monthly  in  arrears  commencing
September 1, 2003 and continuing on the first day of each month thereafter until
the  Bank's  credit  availability  evidenced  by this Note has  expired  or been
terminated,  and the principal amount of and all accrued interest with regard to
this Note have been paid in full (it being  understood that interest shall again
accrue upon any subsequent borrowing under the Equipment Line of Credit).

      (c)  Interest  shall be  computed  on the basis of a 360-day  year for the
actual number of days elapsed (365/360 or 366/360 as appropriate).

      (d) Principal  shall be due and payable in full on the earlier to occur of
an Event of Default or June 30, 2004.

      (e) Upon the  occurrence of a default  hereunder,  which  default  remains
uncured after five (5) days notice to Maker from the Bank,  the rate of interest
shall be  increased  to a rate equal to two  percent  (2%) above the Prime Rate,
payable  on the date of  default  (the  "Default  Rate").  Interest  at the rate
provided for herein, or the Default Rate, shall continue to accrue at such rate,
and continue to be paid even after default, maturity, acceleration,  recovery of
judgment, bankruptcy or insolvency proceeding of any kind.

<PAGE>
      (f) If any of the aforesaid  payments of interest shall become overdue for
a period in excess of ten (10) days, Maker shall pay the Bank a "late charge" of
five percent (5%) of the monthly interest payment then past due.

      (g) All payments of principal  and interest with regard to this Note shall
be made in lawful money of the United States of America in immediately available
funds at the Bank's office at 1130 Berkshire Boulevard, Wyomissing, Pennsylvania
19610 or at such other place as the Bank shall designate in writing.

      (h) Maker  shall not be  obligated  to pay and the Bank shall not  collect
interest at a rate in excess of the maximum permitted by law or the maximum that
will not subject the Bank to any civil or criminal penalties. If, because of the
acceleration  of  maturity,  the  payment  of  interest  in advance or any other
reason,  Maker is  required,  under  the  provisions  of the  Loan and  Security
Agreement  dated  March 31,  2000,  as amended  (the "Loan  Agreement"),  to pay
interest at a rate in excess of such maximum  rate,  the rate of interest  under
such provisions shall  immediately and  automatically be reduced to such maximum
rate,  and any  payment  made in  excess of such  maximum  rate,  together  with
interest thereon at a rate provided herein from the date of such payment,  shall
be  immediately  and  automatically  applied  to the  reduction  of  the  unpaid
principal  balance of this Note as of the date on which such  excess  payment is
made.  If the  amount to be so  applied to  reduction  of the  unpaid  principal
balance exceeds the unpaid principal balance, the amount of such excess shall be
refunded by the Bank to Maker.

      (i)  Notwithstanding  the face amount of this Note, the liability of Maker
under this Note shall be limited at all times to the unpaid principal amount of,
all accrued unpaid  interest on, all late charges with respect to, and all costs
incurred  in the  collection  of any sum due  under and in  connection  with the
Equipment  Line of Credit  Facility  (as  provided  in  Section  2.6 of the Loan
Agreement) and as reflected on the records of the Bank.

      (j) This Note is the Note referred to in Section 2.7 of the Loan Agreement
and is entitled to all the benefits of such Loan  Agreement and all the security
referred to therein.  In the event of a conflict  between the terms of this Note
and the  terms of the Loan  Agreement,  the  terms of the Loan  Agreement  shall
control.

      (k)  All  of  the  agreements,   conditions,   covenants,  provisions  and
stipulations  contained in the Loan Agreement which are to be kept and performed
by Maker are  hereby  made a part of this Note to the same  extent  and with the
same  force  and  effect  as if they were  fully  set  forth  herein,  and Maker
covenants  and  agrees to keep and  perform  them,  or cause them to be kept and
performed, strictly in accordance with their terms.

      (l) Upon the  occurrence of an Event of Default as that term is defined in
Article 8 of the Loan Agreement,  then, and in such event,  the Bank may declare
this  Note to be due  and  payable,  whereupon  the  entire  unpaid  balance  of
principal,  together with all accrued interest thereon, shall become immediately
due and payable  without  presentment,  demand,  protest or other  notice of any
kind, all of which are hereby expressly  waived,  anything herein or in the Loan
Agreement to the contrary notwithstanding.

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<PAGE>

      (m) UPON THE  OCCURRENCE OF AN EVENT OF DEFAULT AS THAT TERM IS DEFINED IN
ARTICLE  8 OF THE  LOAN  AGREEMENT,  MAKER  HEREBY  IRREVOCABLY  AUTHORIZES  AND
EMPOWERS THE  PROTHONOTARY  OR ANY ATTORNEY OF ANY COURT OF THE  COMMONWEALTH OF
PENNSYLVANIA TO APPEAR AT ANY TIME FOR MAKER IN ANY ACTION BROUGHT AGAINST MAKER
ON THIS NOTE AT THE SUIT OF THE BANK, WITH OR WITHOUT  DECLARATION  FILED, AS OF
ANY TERM, AND THEREIN TO CONFESS OR ENTER JUDGMENT  AGAINST MAKER FOR THE ENTIRE
UNPAID  PRINCIPAL  OF THIS NOTE AND ALL OTHER  SUMS  PAYABLE  BY OR ON BEHALF OF
MAKER  PURSUANT  TO THE  TERMS  OF THIS  NOTE  OR THE  LOAN  AGREEMENT,  AND ALL
ARREARAGES  OF  INTEREST  THEREON,  TOGETHER  WITH  COSTS  OF  SUIT,  REASONABLE
ATTORNEY'S  COMMISSION  FOR  COLLECTION OF THE TOTAL AMOUNT THEN DUE BY MAKER TO
THE BANK (BUT IN ANY EVENT NOT LESS THAN THREE  THOUSAND  DOLLARS  ($3,000.00)),
AND FOR SO DOING THIS NOTE OR A COPY  HEREOF  VERIFIED BY  AFFIDAVIT  SHALL BE A
SUFFICIENT  WARRANT.  THE AUTHORITY GRANTED HEREIN TO CONFESS JUDGMENT SHALL NOT
BE EXHAUSTED BY ANY EXERCISE THEREOF BUT SHALL CONTINUE FROM TIME TO TIME AND AT
ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE HEREUNDER.

      (n) The remedies of the Bank as provided  herein or in the Loan Agreement,
and  the  warranties  contained  herein  or in  the  Loan  Agreement,  shall  be
cumulative and concurrent, and may be pursued singly, successively,  or together
at the sole  discretion  of the Bank,  and may be exercised as often as occasion
therefor shall occur; and the failure to exercise any such right or remedy shall
in no event be construed as a waiver or release thereof.

      (o) Maker hereby waives and releases all errors, defects and imperfections
in any proceedings instituted by the Bank under the terms of this Note or of the
Loan  Agreement,  as well as all benefit that might accrue to Maker by virtue of
any present or future laws exempting any property, real or personal, or any part
of the proceeds  arising from any sale of any such  property,  from  attachment,
levy, or sale under execution, or providing for any stay of execution, exemption
from civil process, or extension of time for payment;  and Maker agrees that any
real estate that may be levied  upon  pursuant to a judgment  obtained by virtue
hereof, on any writ of execution issued thereon,  may be sold upon any such writ
in whole or in part in any order desired by the Bank.

      (p) Maker and all endorsers,  sureties and  guarantors  hereby jointly and
severally waive presentment for payment,  demand, notice of demand,  protest and
notice of protest of this Note,  and all other  notices in  connection  with the
delivery,  acceptance,  performance,  default,  or enforcement of the payment of
this  Note,  and  they  agree  that  the  liability  of each of  them  shall  be
unconditional, without regard to the liability of any other party, and shall not
be affected in any manner by any indulgence,  extension of time, renewal, waiver
or modification  granted or consent to any and all extensions of time, renewals,
waivers,  or  modifications  that may be granted by the Bank with respect to the
payment or other  provisions of this Note,  and to the release of the collateral
or any part thereof,  with or without  substitution,  and agree that  additional
makers,  endorsers,  guarantors,  or sureties may become  parties hereto without
notice to them or affecting their liability hereunder.

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<PAGE>

      (q) The Bank shall not be deemed, by any act of omission or commission, to
have  waived any of its rights or  remedies  hereunder  unless such waiver is in
writing  and signed by the Bank,  and then only to the extent  specifically  set
forth in the writing. A waiver on one event shall not be construed as continuing
or as a bar to or waiver of any right or remedy to a subsequent event.

      (r) This  instrument  shall be governed by and construed  according to the
domestic internal laws (but not the law of conflict of laws) of the Commonwealth
of Pennsylvania.

      (s) Whenever  used,  the singular  number  shall  include the plural,  the
plural the  singular,  the use of any gender shall be applicable to all genders,
and the words the "Bank" and "Maker"  shall be deemed to include the  respective
successors and assigns of the Bank and Maker.

      (t)  Any  provision   contained  in  this  Note  which  is  prohibited  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability,  without invalidating the
remaining  provisions hereof and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

      IN WITNESS  WHEREOF,  Maker,  intending to be legally  bound  hereby,  has
caused this Note to be duly executed by an authorized officer, and its corporate
seal to be affixed and attested, the day and year first above written.

                                           J.  M.  AHLE  CO., INC.


                                           By: /S/ David W. Menard
                                               -------------------
                                               David W. Menard, President


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