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                                                               Exhibit 10.33
                             PROMISSORY NOTE

$15,689,495.72                                                  May 31, 1996

     FOR VALUE RECEIVED, RXI Plastics, Inc., a Delaware corporation (the 
"Company"), promises to pay to RXI Holdings, Inc., a Delaware corporation 
("RXI") or order (each a "Holder") the principal sum of Fifteen Million Six 
Hundred Eighty-Nine Thousand Four Hundred Ninety-Five and 72/100 Dollars on 
January 31, 2002.

     1.  INTEREST. The Company promises to pay interest on the principal 
amount of this Note at 14% per annum from the date of issuance until 
maturity.  The Company will pay interest semi-annually on January 31 and July 
31 of each year, or if any such day is not a Business Day, on the next 
succeeding Business Day (each an "Interest Payment Date").  Interest on the 
Note will accrue from the most recent date to which interest has been paid 
or, if no interest has been paid, from the date of issuance; provided that 
the first Interest Payment Date shall be July 31, 1995.  The Company shall 
pay interest (including post-petition interest in any proceeding under 
Bankruptcy Law) on overdue principal, from time to time on demand at a rate 
that is 1% per annum in excess of the interest rate then in effect on this 
Note; it shall pay interest (including post-petition interest in any 
proceeding under Bankruptcy Law) on overdue installments of interest from 
time to time on demand at the same rate to the extent lawful.  Interest will 
be computed on the basis of a 360-day year of twelve 30-day months.

     2.  METHOD OF PAYMENT.  This Note will be payable as to principal and 
interest at the office or agency of the Holder maintained for such purpose 
within the City and State of New York.  Such payment will be in United States 
dollars.

     3.  DEFINITIONS.  Unless otherwise defined herein, all capitalized terms 
used herein shall have the meaning ascribed to them in the Indenture dated as 
of February 10, 1995, 1995, among RXI, the Subsidiary Guarantors executing 
the Indenture and United States Trust Company of California, as Trustee, 
except that "Senior Notes" as used herein shall have the meaning ascribed to 
"Notes" in the Indenture.

     4.  AMENDMENT, SUPPLEMENT AND WAIVER.  In the event the Indenture or the 
Senior Notes are amended or supplemented and such amendments or supplements 
become effective in accordance with Article Nine of the Indenture, the terms 
of this Note shall be deemed automatically amended or supplemented, without 
the consent of Company or any other action by Holder, to the extent necessary 
to conform the terms contained herein to the terms of the Indenture and Senior 
Notes as so amended or supplemented.

     5.  OPTIONAL PAYMENT.  This Note may be prepaid in whole or in part at 
any time without penalty or premium.

     6.  MANDATORY PAYMENT.  In the event RXI elects to, or is required to, 
redeem or repurchase any portion of the Senior Notes as permitted by or 
required by the Indenture, RXI may, without the consent of the Company, 
declare a corresponding portion of the principal


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amount of this Note to be due and payable immediately, plus accrued and 
unpaid interest, if any, to the date of such redemption or repurchase.

     7.  ACCELERATION.  If (i) a default occurs in any payment to be made by 
Company under this Note, or (ii) any indebtedness of Company to other lenders 
or creditors has become due prior to the stated maturity thereof because of a 
default by Company under the terms governing such indebtedness, or (iii) the 
Company shall generally not pay its debts as such debts become due, or shall 
admit in writing its inability to pay its debts generally, or shall make a 
general assignment for the benefit of creditors; or any proceeding shall be 
instituted by or against Company seeking to adjudicate Company as bankrupt or 
insolvent, or seeking liquidation, winding up, reorganization, arrangement, 
adjustment, protection or relief, or composition of it or its debt under any 
law relating to bankruptcy, insolvency or reorganization or relief of 
debtors, or seeking the entry of an order for relief or the appointment of a 
receiver, trustee, or other similar official for it or for any substantial 
part of its property, then, at any time thereafter during the continuance of 
any such event of default, at Holder's election and with immediate effect 
upon written notice to Company, this Note shall become immediately due and 
payable, plus accrued and unpaid interest, without presentment, demand, 
protest or notice of any other kind, all of which are expressly waived. 
Without limiting the foregoing, upon acceleration of the Senior Notes by 
declaration or otherwise as provided in Article Six of the Indenture this 
Note shall IPSO FACTO become immediately due and payable without any 
declaration, notice or other act on the part of the Holder, provided that 
upon rescission of such acceleration of the Senior Notes in accordance with 
Article Six of the Indenture the acceleration of this Note and consequences 
hereunder shall IPSO FACTO be rescinded.

     8.  BORROWER WAIVERS.  Company, for itself and its successors and 
assigns, hereby waives, to the extent such waiver is not prohibited by 
applicable law: (i) all presentments, demands for performance, notice of 
nonperformance (except to the extent required by the provisions hereof), 
protests, notices of protest and notices of dishonor; (ii) any requirement of 
diligence or promptness on the part of Holder in the enforcement of its 
rights under this Note; and (iii) any and all notices of every kind and 
description which may be required to be given by any statute or rule of law.

     9.  NOTICES.  All notices, requests, consents and demands relating to 
this Note shall be given in writing and delivered in person or mailed by 
first class mail (registered or certified, return receipt requested), telex, 
telecopier or overnight courier at the respective addresses as have been or 
may be furnished from time to time by the parties hereto. 

     10.  GOVERNING LAW.  This Note is to be construed in accordance with and 
governed by the laws of the State of New York.

     11.  NO WAIVER: REMEDIES.  No failure on the part of Holder to exercise 
and no delay in exercising any right in connection with this Note shall 
operate as a waiver thereof, nor shall any single or partial exercise of any 
right hereunder preclude any other or further exercise thereof or the exercise 
of any other right.  The remedies provided hereunder are cumulative and not 
exclusive of any remedies provided by law.  

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     12.  COLLECTION COSTS: ATTORNEYS' FEES.  Company shall reimburse Holder 
on demand for all costs incurred by Holder for collection costs for payments 
hereunder that have become delinquent, whether or not suit is filed thereon.  
In any action or proceeding brought to enforce any rights or obligations 
under this Note, the prevailing party shall be entitled to receive 
reimbursement for its reasonable attorneys' fees and expenses and court costs.

     13.  SUCCESSORS AND ASSIGNS.  This Note shall be binding upon and inure 
to the benefit of the parties hereto and the respective successors and 
assigns.

     14.  SEVERABILITY.  Any provision of 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 or affecting the validity or 
enforceability of such provision in any other jurisdiction.

     IN WITNESS WHEREOF, this Note has been executed and delivered on the 
date specified above by the duly authorized representative of the Company.

                                       RXI PLASTICS, INC.


                                       By: /s/Leon Farahnik
                                          ------------------------------------
                                          LEON FARAHNIK, Chairman


                                       By: /s/Marvin Liebman
                                          ------------------------------------
                                          MARVIN LIEBMAN, Chief Financial 
                                                          Officer


Pay to the Order of:

U.S. TRUST COMPANY OF CALIFORNIA, N.A.
as Collateral Agent

RXI HOLDINGS, INC.

By: /s/Leon Farahnik
   -------------------------------
   Leon Farahnik, President


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