EXHIBIT 10.31

                                 PROMISSORY NOTE


$_______________________                               Deerfield Beach, Florida


FOR VALUE RECEIVED, the undersigned DEVCON INTERNATIONAL CORP., a Florida
corporation, (the "Maker"), hereby promises to pay to the order of DONALD L.
SMITH, JR. (the "Payee"), the principal sum of _____________________________
__________________ ( ) plus interest. Interest shall be calculated based on a
360-day year from the date hereof on the unpaid principal balance from time to
time outstanding, commencing _____________________, at a fluctuating rate equal
to the rate of interest announced from time to time by NationsBank, N.A. (the
"Bank") as its prime rate plus 2% ("Prime Rate"). Interest shall be due and
payable on the first day of each month beginning _____________________ and
continuing on the first day of each month thereafter with any accrued and unpaid
interest being due and payable on ______________ . This Note may be prepaid in
whole or in part, at any time, without penalty. Each change in the Bank's Prime
rate shall automatically and simultaneously cause the rate hereunder to change.
All payments due hereunder shall be payable in lawful money of the United States
of America and in immediately available funds to: Donald L. Smith, Jr., 1350
East Newport Center Drive, Suite 201, Deerfield Beach, Florida 33442.

Principal shall be due and payable as follows:

      |X|  $ ________________ shall be due on demand.
      |X|  $ ________________  shall be due and payable on                .

No delay or omission by the holder hereof in exercising any right or remedy
hereunder or of any other right shall act as a waiver of such right or remedy. A
waiver on any one occasion shall not be construed as a bar to or waiver of any
such right or remedy on any future occasion.

Nothing herein, nor any transaction related hereto, shall be construed or so
operate as to require the Maker to pay interest at a greater rate than is
lawful. Should any interest or other charges paid by the Maker in connection
with the loan evidenced by this Note result in the computation or earning of
interest in excess of the maximum legal rate of interest, than any and all such
excess shall be, and the same is hereby waived by the Payee, and any and all
such excess shall be automatically credited against and in reduction of the
balance due under this indebtedness, and the portion of such excess which
exceeds the balance due under this Note shall be paid by the Payee to the Maker.

<PAGE>

Notwithstanding anything to the contrary contained herein, this Note shall be
immediately due and payable at the option of Payee upon the occurrence of any of
the following events:

     a)   The declaration of bankruptcy or the making of an assignment for
          the benefit of creditors by Makers;

     b)   Failure to make any payment of principal at maturity or interest due
          hereunder.

     c)   On the date of a Change of Control (as defined  herein) and for a
          nine (9) month period thereafter. For purposes of this Promissory
          Note, Change of Control shall be deemed to have occurred if any
          person, corporation, partnership or other entity ("Person") acting
          alone or with any other Person (other than Payee, members of Payee's
          family or any Person that Payee or members of his family beneficially
          own or control) acquire or beneficially own 15% or more of the issued
          and outstanding shares of the company's common stock; any person
          commences an offer to purchase shares of the company's common stock,
          so that, if such offer is accepted, after such purchase such person
          would beneficially own greater than 15% of the issued and outstanding
          shares of the company's common stock; any person files a Schedule 13D
          or 13G with the United States Securities and Exchange Commission
          indicating an intention to acquire beneficial ownership of more than
          15% of the issued and outstanding shares of company common stock.

The Maker hereby waives presentment, protest and demand, notice of protest,
demand and of dishonor and non-payment of this Note, consents that Payee shall
have the right, without notice, to grant any extensions of time for payment or
any other indulgences or forbearances whatsoever, without in any way affecting
the liability of Maker for the payment of this Note.

In the event that this Note shall be placed in the hands of an attorney to
enforce payment, the prevailing party shall be entitled to reasonable attorneys'
fees and for all costs and charges in connection therewith.

Executed this _______ day of ____________1999.

Devcon International Corp.
a Florida Corporation

By:_________________________
     Jan A.  Norelid
     Vice President

(Corporate Seal)