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                                                                   Exhibit 10.37


                                      NOTE

                                                Blue Bell, Pennsylvania

                                                Dated: March 10, 1997

$25,000,000.00

      FOR VALUE RECEIVED AND INTENDING TO BE LEGALLY BOUND, CONSOLIDATED
STAINLESS, INC. ("Borrower"), hereby promises to pay to the order of MELLON
BANK, N.A. ("Bank"), ON DEMAND after the occurrence and during the continuance
of an Event of Default or immediately after expiration of the Contract Period,
the principal sum of Twenty-Five Million Dollars ($25,000,000.00), or such
greater or lesser principal amount as may be outstanding from time to time under
the line of credit established by Bank for the benefit of Borrower pursuant to
the terms of that certain Loan and Security Agreement of even date herewith
between Borrower and Bank (such Loan and Security Agreement, as the same may be
amended, supplemented or restated from time to time, being the "Loan
Agreement"), together with interest thereon, upon the following terms:

      1. Line Note. This Note is the "Line Note" as defined in the Loan
Agreement and, as such, shall be construed in accordance with all terms and
conditions thereof. Capitalized terms not defined herein shall have such meaning
as provided in the Loan Agreement. This Note is entitled to all the rights and
remedies provided in the Loan Agreement and the Loan Documents and is secured by
all collateral as described therein.

      2. Interest Rate. Interest on the unpaid principal balance hereof will
accrue from the date of advance until final payment thereof at the applicable
rates provided for in the Loan Agreement.

      3. Default Interest. Interest will accrue on the outstanding principal
amount hereof following the occurrence and during the continuance of an Event of
Default or following the expiration of the Contract Period until paid at a rate
per annum which is three percent (3%) in excess of the Line Base Rate (the
"Default Rate").

      4. Post Judgment Interest. Any judgment obtained for sums due hereunder or
under the Loan Documents will accrue interest at the Default Rate until paid.

      5. Computation. Interest will be computed on the basis of a year of three
hundred sixty (360) days and paid for the actual number of days elapsed.

      6. Principal and Interest Payments. Principal and interest hereunder will
be paid when and as provided for in the Loan Agreement.

      7. Place of Payment. Principal and interest hereunder shall be payable as
provided in the Loan Agreement, or at such other place as Bank, from time to
time, may designate in writing.


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      8. Default; Remedies. Upon the occurrence and during the continuance of an
Event of Default or upon the expiration of the Contract Period, Bank, at its
option, may declare immediately due and payable the entire unpaid balance of
principal and all other sums due by Borrower hereunder or under the Loan
Documents, together with interest accrued thereon at the applicable rate
specified above. Payment thereof may be enforced and recovered in whole or in
part at any time and from time to time by one or more of the remedies provided
to Bank in this Note or in the Loan Documents or as otherwise provided at law or
in equity, all of which remedies are cumulative and concurrent.

      9. Waivers. Borrower and all endorsers, jointly and severally, waive
presentment for payment, demand, notice of demand, notice of nonpayment or
dishonor, 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, except for such notices, if any, as are expressly
required to be delivered by Bank to Borrower under this Note and/or the Loan
Agreement.

      10. Miscellaneous. If any provision of this Note shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provision hereof. This Note has been delivered in and shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania
without regard to the law of conflicts. This Note shall be binding upon Borrower
and upon Borrower's successors and assigns and shall benefit Bank and its
successors and assigns. The prompt and faithful performance of all of Borrower's
obligations hereunder, including without limitation, time of payment, is of the
essence of this Note.

      11. Confession of Judgment. BORROWER HEREBY AUTHORIZES AND EMPOWERS ANY
ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF
PENNSYLVANIA, OR IN ANY OTHER JURISDICTION WHICH PERMITS THE ENTRY OF JUDGMENT
BY CONFESSION, TO APPEAR FOR BORROWER AT ANY TIME AFTER DEMAND HEREUNDER AS
PROVIDED ABOVE OR DURING THE CONTINUANCE OF AN EVENT OF DEFAULT UNDER THE LOAN
AGREEMENT IN ANY ACTION BROUGHT AGAINST BORROWER ON THIS NOTE OR THE LOAN
DOCUMENTS AT THE SUIT OF BANK, WITH OR WITHOUT COMPLAINT OR DECLARATION FILED,
WITHOUT STAY OF EXECUTION, AS OF ANY TERM OR TIME, AND THEREIN TO CONFESS OR
ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE UNPAID OUTSTANDING PRINCIPAL
AMOUNT OF THIS NOTE AND ALL OTHER SUMS TO BE PAID BY BORROWER TO OR ON BEHALF OF
BANK PURSUANT TO THE TERMS HEREOF OR OF THE LOAN DOCUMENTS AND ALL ARREARAGES OF
INTEREST THEREON, TOGETHER WITH ALL COSTS AND OTHER EXPENSES AND AN ATTORNEY'S
COLLECTION COMMISSION OF ONE PERCENT (1%) OF THE AGGREGATE AMOUNT OF THE
FOREGOING SUMS, BUT IN NO EVENT LESS THAN $5,000.00; 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 THE AMOUNTS DUE


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HEREUNDER. BORROWER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED BY COUNSEL IN
CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS NOTE AND THAT IT KNOWINGLY
WAIVES ITS RIGHT TO BE HEARD PRIOR TO THE ENTRY OF SUCH JUDGMENT AND UNDERSTANDS
THAT, UPON SUCH ENTRY, SUCH JUDGMENT SHALL BECOME A LIEN ON ALL REAL PROPERTY OF
BORROWER IN THE COUNTY WHERE SUCH JUDGMENT IS ENTERED.

      IN WITNESS WHEREOF, Borrower, intending to be legally bound hereby, has
caused this Note to be duly executed the day and year first above written.

                                    CONSOLIDATED STAINLESS, INC.


                                    By:________________________________________
                                    Burton R. Chasnov, Executive Vice President
(CORPORATE SEAL)


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