EXHIBIT 10(m)

 Bank of America, N.A.

                                 TERM NOTE

 Date May 30, 2000        [X] New   [_] Renewal       Amount $2,000,000.00

                     Initial Maturity Date June 30, 2005


 Bank:                                 Borrower:

 Bank of America, N.A.                 PMC Acquisition, Inc. dba ABCO
 Banking Center: Dallas                Industries
 901 Main Street, 7th Floor            2819 Walnut Hill Lane
 Dallas, Dallas County, Texas 75202    Dallas, Dallas County, Texas 75229

 (Street address including county)     (Name and street address, including
                                       county)


 FOR VALUE RECEIVED,  the undersigned Borrower  unconditionally (and  jointly
 and severally, if more than one) promises to  pay to the order of Bank,  its
 successors and assigns, without setoff,  at Bank's offices identified  above
 or at any other place Bank  designates, the principal amount of TWO  MILLION
 AND 00/100 DOLLARS  ($2,000,000.00) (or  so much  thereof as  may have  been
 advanced), in immediately available  funds, together with interest  computed
 daily on the outstanding principal balance  at an annual interest rate,  and
 in accordance with the payment schedule, indicated below.

 1.   Borrowings, Rate, and Payment of Interest.

      A.   Procedure for  Borrowing.   The loan  shall be  made in  a  single
 advance by  Bank to  Borrower in  the amount  specified by  Borrower not  to
 exceed Two  Million Dollars  ($2,000,000).   Whenever Borrower  desires  the
 advance hereunder, Borrower shall give Bank  notice in a form acceptable  to
 Bank (a  "Borrowing Request")  specifying (a) the  date  (which shall  be  a
 Business Day if the entire borrowing is to accrue interest at the Prime Rate
 or a  Eurodollar Business  Day if  any portion  of the  advance is  to  bear
 interest at the Eurodollar Rate) of  the proposed borrowing, (b) the  amount
 to be borrowed, (c) the portion of  the borrowing constituting a Prime  Rate
 Loan and/or  a  Eurodollar  Loan  (which Eurodollar  Loan  may  only  be  in
 Incremental Portions),  and (d) if  any portion  of the  proposed  borrowing
 constitutes a  Eurodollar  Loan,  the  initial  Eurodollar  Interest  Period
 selected by  Borrower (thirty  days, sixty  days ,  or ninety  days).   Such
 notice shall be given  by 10 a.m. (Dallas,  Texas time) on  the date of  the
 proposed borrowing if  the entire  borrowing is  to accrue  interest at  the
 Prime Rate, and by 10 a.m. (Dallas, Texas time) two (2) Business Days  prior
 to the date of the proposed  borrowing if any portion  of the advance is  to
 bear interest at  the Eurodollar  Rate.  The  notice required  may be  given
 telephonically by Borrower to Bank, but  upon giving such telephonic  notice
 Borrower shall immediately thereafter provide  Bank with the written  notice
 required herein.  All notices given under this Section shall be irrevocable.
 Not later than 12  noon  (Dallas, Texas  time) on the  date of the  proposed
 borrowing and  upon fulfillment  of all  other conditions  required by  this
 Note, Bank will  make the  advance available  to Borrower  by crediting  the
 amount thereof to Borrower's account with Bank or otherwise disbursing it as
 Borrower shall request in writing.
<PAGE>

      B.   Prime Rate Loans.  Borrower agrees to pay interest (calculated  on
 the basis of the actual days elapsed in a year consisting of 360 days)  with
 respect to the unpaid principal amount of each Prime Rate Loan from the date
 the proceeds thereof  are made  available to  Borrower or  are converted  by
 Borrower from a Eurodollar Loan until  maturity (whether by acceleration  or
 otherwise) at  a varying  rate per  annum equal  to the  lesser of  (i)  the
 Maximum Rate or (ii)  the Prime Rate.   The interest in  respect of a  Prime
 Rate Loan shall  be payable  on the  last day  of each  Prime Rate  Interest
 Period.

      C.   Eurodollar Loans.  Borrower agrees to pay interest (calculated  on
 the basis of  actual days elapsed  in a year  consisting of  360 days)  with
 respect to the unpaid principal amount of each Eurodollar Loan from the date
 the proceeds thereof  are made  available to  Borrower or  are converted  by
 Borrower from a Prime Rate Loan  until maturity (whether by acceleration  or
 otherwise) at a rate per annum equal to  the lesser of (i) the Maximum  Rate
 or (ii) the Eurodollar Rate applicable to such Eurodollar Loan.  Subject  to
 the provisions of this Note as to prepayment, interest with respect to  each
 Eurodollar Loan shall be payable on the last day of each Eurodollar Interest
 Period.   Subject to  the provisions  of  this Note  as to  prepayment,  the
 principal of each Eurodollar Loan shall be  paid or renewed on the last  day
 of each  applicable Eurodollar  Interest Period  or shall  automatically  be
 converted to a Prime Rate Loan on  the last day of such Eurodollar  Interest
 Period as hereinafter provided.  If no default exists hereunder and Borrower
 desires to renew such Eurodollar Loan and the amount thereof is at least  an
 Incremental Portion, Borrower shall deliver  a notice and designate  whether
 the Eurodollar Interest  Period to commence  on the expiration  date of  the
 prior Eurodollar Interest Period shall be a thirty day, sixty day, or ninety
 day period.    If  Bank  has  not  received  timely  permissible  notice  of
 designation of such Eurodollar Interest Period as herein provided,  Borrower
 shall be deemed to have elected to convert such maturing Eurodollar Loan  to
 a Prime Rate Loan.

      D.   Interest Rate Determination.   Bank shall determine each  interest
 rate applicable hereunder and shall give prompt notice (which need not be in
 writing) to Borrower of each rate of interest so determined.

      E.   Conversion Option:    Prime  Rate  Loans  to  Eurodollar  Loans.
 Borrower may convert a Prime Rate  Loan (or an Incremental Portion  thereof)
 to Eurodollar  Loans  by giving  Bank  irrevocable written  notice  of  such
 election at least  two (2) Eurodollar  Business Days prior  to the  proposed
 conversion date.   The  notice  of conversion  to  a Eurodollar  Loan  shall
 include (1) the amount of the Prime Rate Loan to be converted (which must be
 converted in Incremental Portions), and  (2) the duration of the  Eurodollar
 Interest Period selected (thirty days, sixty  days, or ninety days).  If  no
 default exists hereunder,  such conversion shall  be made  on the  requested
 conversion date or, if  such requested conversion date  is not a  Eurodollar
 Business Day,  on the  next succeeding  Eurodollar Business  Day, but  if  a
 default exists  hereunder, no  conversion may  occur.   Notwithstanding  the
 foregoing, Borrower  shall  maintain  a sufficient  portion  of  the  unpaid
 principal balance hereof as a Prime Rate  Loan so that Borrower will not  be
 required to prepay any Eurodollar Loan in making the principal payments when
 due hereunder.
<PAGE>

      F.   Conversion Option: Eurodollar Loans to Prime Rate Loans.  Borrower
 may convert all or any part of its Eurodollar Loans (so long as the  portion
 not converted is an Incremental Portion) to a Prime Rate Loan by giving Bank
 irrevocable written notice of such election prior to 10 a.m. (Dallas,  Texas
 time) on the conversion date, if such conversion  date is the last day of  a
 Eurodollar Interest  Period  with  respect thereto,  or  at  least  two  (2)
 Eurodollar Business Days prior  written notice if the  conversion date is  a
 day other than the last day  of the Eurodollar Interest Period with  respect
 thereto.  Such conversion shall be made on the requested conversion date or,
 if such  requested  conversion date  is  not a  Business  Day, on  the  next
 succeeding Business Day.  A conversion of a Eurodollar Loan to a Prime  Rate
 Loan on a day other than the last day of the Eurodollar Interest Period  for
 the Eurodollar  Loan in  question shall  constitute a  prepayment which  may
 require the payment of the breakage  fee described in Section 6 of  Schedule
 II attached  hereto.    All conversion  notices  given  hereunder  shall  be
 irrevocable.

      G.   Prepayment of Loans.   Borrower may at any  time and from time  to
 time prepay any  Prime Rate Loan,  in whole or  in part  without premium  or
 penalty.   Borrower  may at  any  time and  from  time to  time  prepay  any
 Eurodollar Loan in whole  or in part, without  premium or penalty except  as
 provided in Section 6 of Schedule II, provided that Borrower first  complies
 with the conditions  hereinafter set  forth.   Borrower shall  give Bank  at
 least two  (2) Eurodollar  Business Days  prior written  notice of  (i)  its
 intent to prepay a Eurodollar Loan, (ii) the amount of principal which  will
 be prepaid, and (iii) the date on which  the prepayment will be made.   Each
 prepayment of principal of a Eurodollar Loan shall be in a minimum amount of
 $100,000 (or  the  aggregate principal  amount  outstanding, if  less)  plus
 accrued interest thereon to  the date of prepayment.   Borrower may also  be
 required to pay Bank the breakage fee described in Section 6 of Schedule  II
 attached hereto because such payment is made  on a date other than the  last
 day of the applicable Eurodollar Interest Period.

      H.   Schedules I  and II.   Reference  is made  to Schedule I  attached
 hereto for definitions applicable to the interest pricing options  hereunder
 and to  Schedule II  attached  hereto for  special  provisions  relating  to
 Eurodollar Loans.

      I.   Loan Documents.  As used herein,  the term "Loan Documents"  means
 this Note, the Deed of Trust, the Security Agreement, the Guaranty, and  all
 other  documents,  instruments,  guarantees,  certificates  and   agreements
 executed and/or  delivered by  Borrower, any  guarantor  or third  party  in
 connection with the loan evidenced by this Note.
<PAGE>

 Notwithstanding any  provision of  this   Note  or  any other  agreement  or
 commitment between Borrower and  Bank, whether written  or oral, express  or
 implied, Bank shall never  be entitled to charge,  receive, or collect,  nor
 shall amounts received hereunder be credited so that Bank shall be paid,  as
 interest a  sum  greater  than interest  at  the  Maximum Rate.  It  is  the
 intention of the  parties that the  Note, and all  instruments securing  the
 payment of the Note or executed or delivered in connection therewith,  shall
 comply with applicable law.  If  Bank ever contracts for, charges,  receives
 or collects  anything  of  value  which  is  deemed  to  be  interest  under
 applicable law, and if  the occurrence of  any circumstance or  contingency,
 whether acceleration of maturity of the Note, prepayment of the Note,  delay
 in advancing proceeds  of the Note,  or any other  event, should cause  such
 interest to  exceed the  maximum lawful  amount,  any amount  which  exceeds
 interest at the Maximum Rate shall be applied to the reduction of the unpaid
 principal balance of  the Note  or any other  indebtedness owed  to Bank  by
 Borrower, and if the Note and such other indebtedness are paid in full,  any
 remaining excess shall  be paid  to Borrower.   In  determining whether  the
 interest exceeds interest at the Maximum Rate, the total amount of  interest
 shall be spread, prorated  and amortized throughout the  entire term of  the
 Note until its payment in full. The term "Maximum Rate" as used in this Note
 means the  maximum  nonusurious rate  of  interest per  annum  permitted  by
 whichever of applicable United States federal  law or Texas law permits  the
 higher interest rate, including to the  extent permitted by applicable  law,
 any amendments thereof hereafter or any new law hereafter coming into effect
 to the extent a higher Maximum Rate is permitted thereby.

 To the  extent, if  any, that  Chapter 303  of the  Texas Finance  Code,  as
 amended, (the "Act") is relevant to the Bank for purposes of determining the
 Maximum Rate, the parties elect to determine the Maximum Rate under the  Act
 pursuant to the "weekly ceiling" from time to time in effect, as referred to
 and defined in '303.001-303.016 of the  Act; subject, however, to any  right
 the Bank subsequently may have under applicable law to change the method  of
 determining the Maximum Rate.

 2.   Accrual Method.  Except when interest  is calculated with reference  to
 the Maximum Rate, interest will be  calculated by the 365/360 day method  (a
 daily amount of interest  is computed for a  hypothetical year of 360  days;
 that amount  is  multiplied by  the  actual number  of  days for  which  any
 principal is outstanding  hereunder).   Interest calculated  at the  Maximum
 Rate shall be calculated on the actual days elapsed and a year of 365 or, if
 appropriate, 366 days.

 3.   Note Term and  Payment Schedule.   Principal  is due  in nineteen  (19)
 quarterly installments of $100,000, the first such installment being due  on
 June 30, 2000, and subsequent installments being due on the last day of each
 September, December,  March, and  June thereafter  until June  30, 2005,  on
 which day the twentieth  (20th) installment of  the entire remaining  unpaid
 principal balance shall be  due and payable.   Total or partial  prepayments
 may be made at any time (subject to any charges elsewhere provided  herein).
  If Borrower is in  default under this  Note or any  of the Loan  Documents,
 Bank may demand payment of the  balance outstanding under this Note in  full
 immediately.

 All payments will be applied first to  any expense or charge due under  this
 Note or  any  other  Loan  Document  or  any  other  documents  executed  in
 connection with this  Note, then to  interest due and  payable; and then  to
 principal, or in such other order as Bank determines, at its option.
<PAGE>

 4.   No Revolving  Feature.   Borrowing  hereunder  may occur  only  in  one
 advance, and any principal sum repaid by Borrower may not be thereafter  re-
 borrowed.   Bank and  Borrower expressly  agree that  Chapter 346  ("Chapter
 346") of the  Texas Finance  Code shall not  apply to  this Note  or to  any
 advances under this  Note and that  neither this Note  or any such  advances
 shall be governed  by or subject  to the provisions  of Chapter  346 in  any
 manner whatsoever.

 5.   Automatic Payment.  Borrower  has elected to  authorize Bank to  effect
 payment of sums due under this Note by means of debiting Borrower's  account
 number 1252079666.  This  authorization shall not  affect the obligation  of
 Borrower to pay such sums when due, without notice if there are insufficient
 funds in such account to make such payment in full on the due date  thereof,
 or if Bank fails to debit the account.

 6.   Delinquency Charge.   To  the extent  permitted by  law, a  delinquency
 charge will be imposed in an amount not  to exceed four percent (4%) of  any
 payment that is more than fifteen days late.

 7.   Waivers, Consents and  Covenants.  Borrower,  and any  endorser or  any
 other party  to this  Note jointly  and  severally: (a)  waive  presentment,
 demand, protest,  and any  notice required  to  be given  under the  law  in
 connection  with   the  delivery,   acceptance,  performance,   default   or
 enforcement of this Note; (b) consent to all delays, extensions, renewals or
 other modifications of this Note or the other Loan Documents, or waivers  of
 any provisions of the Note or the other Loan Documents, or Bank's release or
 discharge of any  such party, or  release, substitution or  exchange of  any
 security for the  payment of this  Note, or Bank's  failure to  act, or  any
 indulgence shown by Bank and  agree that no such  action, failure to act  or
 failure to exercise any right or remedy by Bank shall in any way affect  the
 obligations of any such  party or be construed  as a waiver  by Bank of,  or
 otherwise affect, any of Bank's rights under this Note, or under any of  the
 other Loan  Documents;  and (c)  agree  to pay,  on  demand, all  costs  and
 expenses of collection or defense of this and/or the enforcement or  defense
 of Bank's  rights  with  respect to,  or  the  administration,  supervision,
 preservation, or protection of, or  realization upon, any property  securing
 payment hereof, including,  without limitation,  reasonable attorney's  fees
 related to  any suit,  mediation or  arbitration  proceeding, out  of  court
 payment  agreement,   trial,  appeal,   bankruptcy  proceedings   or   other
 proceeding, in such amount as may be determined reasonable by an  arbitrator
 or court as appropriate.

 8.   Events of Default.   The  following are  events of  default under  this
 Note:  (a) the failure of Borrower, any endorser or guarantor of this  Note,
 or any  other  party  executing  a Loan  Document  that  supports  the  loan
 evidenced  by  this  Note   (individually  an  "Obligor"  and   collectively
 "Obligors") to pay or perform any obligation, liability or indebtedness owed
 to Bank, or  to any  affiliate of Bank  of America  Corporation, under  this
 Note, any other Loan Document, or  any other agreement between Borrower  and
 Bank or such affiliate, as and when due (whether upon demand, at maturity or
 by acceleration); (b) the failure of any Obligor to pay or perform any other
 obligation, liability or indebtedness owed to any other party; (c) the death
 of any Obligor (if an individual); (d) the resignation or withdrawal of  any
 partner or a material owner/guarantor of Borrower, as determined by Bank  in
 its sole  discretion;  (e) the  commencement  of a  proceeding  against  any
<PAGE>
 Obligor  for  dissolution  or  liquidation,  the  voluntary  or  involuntary
 termination or dissolution of any Obligor or the merger or consolidation  of
 any Obligor with or into another entity; (f) the insolvency of, the business
 failure of, the appointment of a custodian, trustee, liquidator or  receiver
 for or  for any  of the  property  of, the  assignment  for the  benefit  of
 creditors by, or the  filing of a petition  under bankruptcy, insolvency  or
 debtor's relief  law or  the filing  of  a petition  for any  adjustment  of
 indebtedness, composition or extension  by or against  any Obligor; (g)  the
 determination by Bank that any representation or warranty made to it by  any
 Obligor in any Loan Document, any other agreement between Borrower and Bank,
 or otherwise is or was, when  it was made, untrue or materially  misleading;
 (h) the failure of any Obligor to timely deliver such financial  statements,
 including tax returns, other statements  of condition or other  information,
 as Bank shall request from time to time; (i) the entry of a judgment against
 any Obligor which Bank in its sole discretion deems material in nature;  (j)
 the seizure or  forfeiture of, or  the issuance of  any writ of  possession,
 garnishment or attachment,  or any turnover  order for any  property of  any
 Obligor; (k) the determination by Bank  that it is insecure for any  reason;
 (l) the determination by Bank that a material adverse change has occurred in
 the financial  condition  of any  Obligor;  (m) the  failure  of  Borrower's
 business to comply with any law or regulation controlling its operation; (n)
 the occurrence of  any default  under any other  Loan Document;  or (o)  the
 occurrence of  any default  under  the Peerless  Loan  Documents.   As  used
 herein, the  term "Peerless  Loan Documents"  means the  Eighth Amended  and
 Restated Loan Agreement between Peerless Mfg.  Co. ("Peerless") dated as  of
 December 12, 1999, as amended by that certain Amendment A to Eighth  Amended
 and Restated Loan Agreement dated as  of February 25, 2000 between  Peerless
 and Bank, as further amended by  that certain Amendment B to Eighth  Amended
 and Restated Loan Agreement of even date herewith between Peerless and  Bank
 (as so amended, the "Peerless Loan Agreement"), any and all promissory notes
 executed by  Peerless  in  favor  of Bank  pursuant  to  the  Peerless  Loan
 Agreement, each application for issuance of  a Letter of Credit (as  defined
 in the  Peerless  Loan Agreement),  and  all other  documents,  instruments,
 guarantees,  certificates  and  agreements  executed  and/or  delivered   by
 Peerless, any guarantor or third party in connection with the Peerless  Loan
 Agreement.
<PAGE>

 9.   Remedies upon Default.  Whenever there is a default under this Note (a)
 the entire balance outstanding under this Note and all other obligations  of
 any Obligor to Bank shall, at the option of Bank, become immediately due and
 payable, and/or (b) to the extent permitted by law, the rate of interest  on
 the unpaid  principal shall  be increased  at Bank's  discretion up  to  the
 maximum rate allowed by law, or if none, 25% per annum (the applicable  rate
 being the "Default Rate").   Imposition of a  Default Rate shall not  extend
 the time for any payment on  this Note.  At  Bank's option, any accrued  and
 unpaid interest, fees or charges may, for purposes of computing and accruing
 interest on a daily basis after the due date of this Note or any installment
 thereof, be deemed to be a part of the principal balance, and, to the extent
 such would not  cause the interest  hereunder to exceed  the Maximum Rate,
 interest shall accrue  on a daily  compounded basis after  such date at  the
 Default Rate provided in this Note  until the entire outstanding balance  of
 principal and interest is  paid in full. Whenever  there is a default  under
 this Note, Bank is authorized at any time, at its option and without  notice
 or demand, to set off and charge against any deposit accounts of any Obligor
 (and against any money,  instruments, securities, documents, chattel  paper,
 credits,  claims,  demands,  income  and  any  other  property,  rights  and
 interests of any  Obligor), which  come into  the possession  or custody  or
 under  the  control   of  Bank  or   any  of  its   agents,  affiliates   or
 correspondents, any and all obligations due under this Note.   Additionally,
 Bank shall have  all rights and  remedies available under  each of the  Loan
 Documents, as well as all rights and remedies available at law or in equity.

 10.  Non-Waiver. Bank's failure to  exercise any option  or any other  right
 under this Note is  not a waiver of  that right or option  and will not  bar
 Bank's exercise of any options or  rights at a later  date.  All rights  and
 remedies of Bank are cumulative and  may be pursued singly, successively  or
 together, at Bank's option.  Bank's acceptance of any partial payment is not
 a waiver of any  default or of any  of Bank's rights under  this Note.   Any
 waiver of Bank's rights and any modification of this Note must be in writing
 and duly signed on behalf of Bank; any  such waiver shall apply only to  the
 specific instance involved, and  will not impair the  rights of Bank or  the
 obligations of Obligors to Bank in any other respect or at any other time.

 11.  Applicable Law, Venue and Jurisdiction. Borrower agrees that this  Note
 shall be deemed to have been  made in the State  of Texas at Bank's  address
 indicated at  the beginning  of this  Note  and shall  be governed  by,  and
 construed in  accordance  with,  the laws  of  the  State of  Texas  and  is
 performable in the City  and County of Texas  indicated at the beginning  of
 this Note.  In any litigation in connection with or to enforce this Note  or
 any indorsement  or  guaranty of  this  Note  or any  other  Loan  Document,
 Obligors, and  each of  them, irrevocably  consent  to and  confer  personal
 jurisdiction on the courts of the State of Texas or the United States courts
 located within the State of Texas.  Nothing contained herein shall, however,
 prevent Bank from bringing  any action or exercising  any rights within  any
 other state or jurisdiction or from  obtaining personal jurisdiction by  any
 other means available under applicable law.

 12.  Partial  Invalidity.    The  unenforceability  or  invalidity  of   any
 provision of this Note  shall not affect the  enforceability or validity  of
 any other provision of this Note  and the invalidity or unenforceability  of
 any provision of this  Note to any person  or circumstance shall not  affect
 the enforceability or  validity of such  provision to any  other persons  or
 circumstances.
<PAGE>

 13.  Binding Effect.   This  Note shall  be binding  upon and  inure to  the
 benefit of  Borrower, Obligors  and Bank  and their  respective  successors,
 assigns, heirs and personal representatives, but no obligations of  Borrower
 or Obligors hereunder can be assigned without prior written consent of Bank.

 14.  Controlling Document.  To the extent  that this Note conflicts with  or
 is in any way incompatible with  any other document related specifically  to
 the loan evidenced by this Note, this Note shall control over any other such
 document, and if this Note does not  address an issue, then each other  such
 document shall control to  the extent that it  deals most specifically  with
 that issue.

 15.  Collateral.     This Note is secured  the liens and security  interests
 granted in, and is  entitled to the  benefits of, (a)  that certain Deed  of
 Trust (with Security Agreement, Assignment of Rents and Leases and Financing
 Statement) of even date  herewith executed by Borrower  to Michael F.  Hord,
 Trustee for the  benefit of  Bank (the "Deed  of Trust"),  (b) that  certain
 Security Agreement of  even date  herewith executed  by Borrower  to Bank.
 Further, this  Note  is guaranteed  pursuant  to,  and is  entitled  to  the
 benefits of, that certain the Unconditional Guaranty of Peerless Mfg. Co. of
 even date herewith (the "Guaranty").

 16.  ARBITRATION.  ANY  CONTROVERSY OR CLAIM  BETWEEN OR  AMONG THE  PARTIES
 HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS
 INSTRUMENT, AGREEMENT OR DOCUMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS  OR
 DOCUMENTS, INCLUDING ANY  CLAIM BASED ON  OR ARISING FROM  AN ALLEGED  TORT,
 SHALL BE DETERMINED BY  BINDING ARBITRATION IN  ACCORDANCE WITH THE  FEDERAL
 ARBITRATION ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE  RULES
 OF PRACTICE  AND PROCEDURE  FOR THE  ARBITRATION OF  COMMERCIAL DISPUTES  OF
 J.A.M.S./ENDISPUTE OR ANY SUCCESSOR  THEREOF ("J.A.M.S."), AND THE  "SPECIAL
 RULES" SET FORTH  BELOW.   IN THE EVENT  OF ANY  INCONSISTENCY, THE  SPECIAL
 RULES SHALL CONTROL.  JUDGMENT UPON ANY ARBITRATION AWARD MAY BE ENTERED  IN
 ANY COURT HAVING JURISDICTION.  ANY  PARTY TO THIS INSTRUMENT, AGREEMENT  OR
 DOCUMENT MAY BRING AN ACTION, INCLUDING  A SUMMARY OR EXPEDITED  PROCEEDING,
 TO COMPEL ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH THIS NOTE APPLIES
 IN ANY COURT HAVING JURISDICTION OVER SUCH ACTION.

      A.   SPECIAL RULES.  THE ARBITRATION SHALL  BE CONDUCTED IN THE  COUNTY
 OF ANY BORROWER'S DOMICILE AT THE TIME OF THE EXECUTION OF THIS  INSTRUMENT,
 AGREEMENT OR  DOCUMENT AND  ADMINISTERED BY  J.A.M.S.  WHO WILL  APPOINT  AN
 ARBITRATOR; IF J.A.M.S.  IS UNABLE OR  LEGALLY PRECLUDED FROM  ADMINISTERING
 THE ARBITRATION, THEN THE AMERICAN ARBITRATION ASSOCIATION WILL SERVE.   ALL
 ARBITRATION HEARINGS WILL  BE COMMENCED  WITHIN 90  DAYS OF  THE DEMAND  FOR
 ARBITRATION; FURTHER, THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE
 PERMITTED TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL
 60 DAYS.
<PAGE>

      B.   RESERVATION OF  RIGHTS.   NOTHING  IN THIS  ARBITRATION  PROVISION
 SHALL BE DEEMED TO (I) LIMIT  THE APPLICABILITY OF ANY OTHERWISE  APPLICABLE
 STATUTES  OF  LIMITATION  OR  REPOSE  AND  ANY  WAIVERS  CONTAINED  IN  THIS
 INSTRUMENT, AGREEMENT  OR DOCUMENT;  OR (II)  BE  A WAIVER  BY BANK  OF  THE
 PROTECTION AFFORDED  TO  IT  BY  12 U.S.C.  SEC.  91  OR  ANY  SUBSTANTIALLY
 EQUIVALENT STATE  LAW;  OR (III)  LIMIT  THE RIGHT  OF  BANK HERETO  (A)  TO
 EXERCISE SELF HELP REMEDIES SUCH AS (BUT  NOT LIMITED TO) SETOFF, OR (B)  TO
 FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY COLLATERAL, OR (C) TO OBTAIN
 FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH AS (BUT NOT LIMITED  TO)
 INJUNCTIVE RELIEF, WRIT  OF POSSESSION OR  THE APPOINTMENT OF  A RECEIVER.
 BANK MAY EXERCISE SUCH  SELF HELP RIGHTS, FORECLOSE  UPON SUCH PROPERTY,  OR
 OBTAIN SUCH PROVISIONAL OR  ANCILLARY REMEDIES BEFORE,  DURING OR AFTER  THE
 PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS  INSTRUMENT,
 AGREEMENT OR DOCUMENT.  NEITHER THIS EXERCISE OF SELF HELP REMEDIES NOR  THE
 INSTITUTION OR MAINTENANCE OF  AN ACTION FOR  FORECLOSURE OR PROVISIONAL  OR
 ANCILLARY REMEDIES SHALL  CONSTITUTE A  WAIVER OF  THE RIGHT  OF ANY  PARTY,
 INCLUDING THE CLAIMANT IN  ANY SUCH ACTION, TO  ARBITRATE THE MERITS OF  THE
 CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.

 Borrower represents to Bank that  the proceeds of this  loan are to be  used
 primarily for  business,  commercial  or agricultural  purposes.    Borrower
 acknowledges having read  and understood,  and agrees  to be  bound by,  all
 terms and conditions of this Note  and hereby executes this Note under  seal
 as of the date here above written.

 NOTICE OF  FINAL AGREEMENT.   THIS  WRITTEN PROMISSORY  NOTE REPRESENTS  THE
 FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY  EVIDENCE
 OF PRIOR, CONTEMPORANEOUS, OR  SUBSEQUENT ORAL AGREEMENTS  OF THE PARTIES.
 THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 BANK:  BANK OF AMERICA, N.A.            BORROWER: PMC ACQUISITION, INC
                                         dba ABCO INDUSTRIES

 By:                                By:
       Larry Holden,                                         Name:
       Senior Vice President
                                    Title:
<PAGE>


                                 SCHEDULE I

                     INTEREST RATE PRICING DEFINITIONS


      The definitions set  forth on this  Schedule I are  those which  relate
 solely to the interest rate pricing options under the Note.

      "Business Day" means  the normal banking  hours during  any day  (other
 than Saturdays or Sundays or legal holidays) that banks are legally open for
 business in Dallas, Texas.

      "Eurocurrency Reserve Requirement" means, at any time, the maximum rate
 at which  reserves (including,  without limitation,  any marginal,  special,
 supplemental or  emergency reserves)  are required  to be  maintained  under
 regulations issued  from time  to time  by  the Board  of Governors  of  the
 Federal Reserve System  (or any successor)  by member banks  of the  Federal
 Reserve System against "Eurocurrency liabilities" (as  such term is used  in
 Regulation D).      Without  limiting  the  effect  of  the  foregoing,  the
 Eurocurrency Reserve Requirement shall  reflect any other reserves  required
 to be maintained by  such member banks with  respect to (i) any category  of
 liabilities which includes  deposits by  reference to  which the  Eurodollar
 Rate is to be  determined, or (ii) any category  of extensions of credit  or
 other assets which include Eurodollar Loans.   The Eurodollar Rate shall  be
 adjusted automatically on and as of the effective date of any change in  the
 Eurocurrency Reserve Requirement.

      "Eurodollar Business Day"  means a Business  Day on  which dealings  in
 U.S. Dollar deposits are carried on in the Eurodollar market.

      "Eurodollar Interest  Period" means,  with  respect to  any  Eurodollar
 Loan:

      (a)  initially, the period commencing on the date such Eurodollar  Loan
 is made and  ending on  the numerically  corresponding day  in the  calendar
 month that  is  thirty days,  sixty  days,  or ninety  days  thereafter,  as
 selected by Borrower, and

      (b)  thereafter, each period commencing on  the day following the  last
 day of the next preceding Interest Period applicable to such Eurodollar Loan
 and ending thirty days, sixty days,  or ninety days thereafter, as  selected
 by Borrower;

 provided,  however,  that  (A)  if  any  Eurodollar  Interest  Period  would
 otherwise expire  on a  day that  is  not a  Eurodollar Business  Day,  such
 Interest Period shall expire on the next succeeding Eurodollar Business Day,
 and (B) any Eurodollar Interest Period that commences on the last Eurodollar
 Business Day  of a  calendar  month (or  on  a day  for  which there  is  no
 numerically corresponding day in the last calendar month of such  Eurodollar
 Interest Period) shall end on the  last Eurodollar Business Day of the  last
 calendar month of such  Eurodollar Interest Period,  and (C) any  Eurodollar
 Interest Period that would  otherwise expire after  the Maturity Date  shall
 end on the Maturity Date.
<PAGE>

      "Eurodollar Loan" means  each portion of  the unpaid principal  balance
 that bears interest at a Eurodollar Rate.

      "Eurodollar Margin" means two and one-half percent (2.5%) per annum.

      "Eurodollar Rate" means, with respect to  each Eurodollar Loan, a  rate
 per annum  (rounded  upward,  if  necessary, to  the  nearest  1/10  of  1%)
 determined by Bank as follows:

           Interbank Market Rate              +    Eurodollar Margin

        1 - Eurocurrency Reserve Requirement

      "Interbank  Market  Rate"  means,  for  any  Eurodollar  Loan  for  any
 Eurodollar Interest Period therefor, the rate of interest per annum (rounded
 upward, if necessary, to  the nearest 1/100th  of 1%) appearing on  Telerate
 Page 3750 (or any successor page) as  the London interbank offered rate  for
 deposits in  dollars  at approximately  11:00 .a.m.,  London time,  two  (2)
 Eurodollar Business Days prior to the first day of such Eurodollar  Interest
 Period, for a term  comparable to such Eurodollar  Interest Period.  If  for
 any reason such  rate is  not available,  the term  "Interbank Market  Rate"
 shall mean,  for any  Eurodollar Loan  for  any Eurodollar  Interest  Period
 therefor, the rate per annum (rounded upwards, if necessary, to the  nearest
 1/100th of 1%) appearing on Reuters Screen LIBO Page as the London interbank
 offered rate for  deposits in dollars  at approximately  11:00 a.m.,  London
 time, two  (2) Eurodollar  Business Days  prior  to the  first day  of  such
 Eurodollar Interest Period for a term comparable to such Eurodollar Interest
 Period; provided however,  if more  than one  rate is  specified on  Reuters
 Screen LIBO Page, the  applicable rate shall be  the arithmetic mean of  all
 such rates (rounded upwards, if necessary, to the nearest 1/100th of 1%).

      "Incremental Portion" means any amount which is $100,000 or amounts  in
 excess thereof in integral multiples of $100,000.

      "Interest Period" means  any Prime Rate  Interest Period or  Eurodollar
 Interest Period, as is applicable.

      "Prime Rate" means the variable rate of interest per annum  established
 from time to time by Bank as its Prime  Rate (which rate of interest may  or
 may not be the  lowest rate or best  charged by Bank  on similar loans,  and
 Bank may make various commercial or other loans at rates of interest  having
 no relationship to such rate).  Each  change in the Prime Rate shall  become
 effective without prior notice to Borrower  automatically as of the  opening
 of business on the date of such change in the Prime Rate.

      "Prime Rate  Interest Period"  means, with  respect to  any Prime  Rate
 Loan, the period ending on the last day of each calendar quarter,  provided,
 however, that (i) if any Prime Rate Interest Period would end on a day  that
 is not a Business Day, such Interest Period shall end on the next succeeding
 Business Day, and (ii) if any Prime Rate Interest Period would otherwise end
 after the Maturity  Date, such  Interest Period  shall end  on the  Maturity
 Date.

      "Prime Rate Loan" means  that portion of  the unpaid principal  balance
 that bears interest at the Prime Rate.

      "Regulation D" means  Regulation D  of the  Board of  Governors of  the
 Federal Reserve System as amended or supplemented from time to time.
<PAGE>


                            SCHEDULE II

          SPECIAL PROVISIONS RELATING TO EURODOLLAR LOANS


      The following provisions shall apply to all Eurodollar Loans under this
 Note.

      1.   Increased Cost and Reduced Return.

           (a)  If, after the  date hereof,  the adoption  of any  applicable
 law, rule, or  regulation, or  any change in  any applicable  law, rule,  or
 regulation, or any change in the interpretation or administration thereof by
 any governmental authority, central bank, or comparable agency charged  with
 the interpretation or administration thereof, or compliance by Bank with any
 request or directive (whether or  not having the force  of law) of any  such
 governmental authority, central bank, or comparable agency:

                (i)  shall subject Bank  to any  tax, duty,  or other  charge
 with respect to any Eurodollar Loan, the Note, or Bank's obligation to  make
 Eurodollar Loans, or change the basis of taxation of any amounts payable  to
 Bank under this  Note in respect  of any Eurodollar  Loan (other than  taxes
 imposed on the overall net income of Bank by the jurisdiction in which  Bank
 has its principal office or its applicable lending office);

                (ii) shall impose, modify,  or deem  applicable any  reserve,
 special  deposit,  assessment,  or  similar  requirement  (other  than   the
 Eurocurrencies Reserve  Requirement utilized  in  the determination  of  the
 Eurodollar Rate) relating to any extensions of credit or other assets of, or
 any deposits with or  other liabilities or  commitments of, Bank,  including
 the commitment of Bank hereunder; or

                (iii)     shall impose  on Bank  or on  the London  interbank
 market any other condition affecting this Note or any of such extensions  of
 credit or liabilities or commitments;

 and the result of any of  the foregoing is to increase  the cost to Bank  of
 making, converting into, continuing, or  maintaining any Eurodollar Loan  or
 to reduce  any sum  received or  receivable  by Bank  under this  Note  with
 respect to any Eurodollar  Loan, then Borrower shall  pay to Bank on  demand
 such amount or amounts  as will compensate Bank  for such increased cost  or
 reduction.  If Bank requests compensation by Borrower under this Section  1,
 Borrower may, by notice to Bank, suspend  the obligation of Bank to make  or
 continue Eurodollar Loans  or to convert all or an Incremental Portion of  a
 Prime Rate Loan into  Eurodollar Loans until the  event or condition  giving
 rise to such request ceases to be in effect (in which case the provisions of
 Section 4  shall be  applicable); provided  that such  suspension shall  not
 affect the right of Bank to receive the compensation so requested.
<PAGE>

           (b)  If, after the  date hereof, Bank  shall have determined  that
 the adoption of any  applicable law, rule,  or regulation regarding  capital
 adequacy or any change  therein or in  the interpretation or  administration
 thereof by any  governmental authority, central  bank, or comparable  agency
 charged with the interpretation or administration thereof, or any request or
 directive regarding capital  adequacy (whether or  not having  the force  of
 law) of any such governmental authority, central bank, or comparable agency,
 has or would have the effect of reducing  the rate of return on the  capital
 of Bank  or any  corporation controlling  Bank as  a consequence  of  Bank's
 obligations hereunder to a level below that which Bank or corporation  could
 have achieved but for such adoption,  change, request, or directive  (taking
 into consideration its policies with respect to capital adequacy), then from
 time to time  upon demand  the Borrower shall  pay to  Bank such  additional
 amount or amounts as will compensate Bank for such reduction.


           (c)  Bank shall promptly notify Borrower of any event of which  it
 has knowledge, occurring after the date  hereof, which will entitle Bank  to
 compensation pursuant  to  this  Section  and  will  designate  a  different
 applicable lending office if  such designation will avoid  the need for,  or
 reduce the amount  of, such compensation  and will not,  in the judgment  of
 Bank, be otherwise disadvantageous to it.  Bank shall furnish to Borrower  a
 statement setting forth the  additional amount or amounts  to be paid to  it
 hereunder which shall be  conclusive in the absence  of manifest error.   In
 determining  such  amount,  Bank  may  use  any  reasonable  averaging   and
 attribution methods.

           (d)  The obligations  of  Borrower  under  this  Section  1  shall
 survive payment in full of the Note.

      2.        Limitation on Eurodollar Loans.  If on or prior to the  first
           day of any Eurodollar Interest Period for any Eurodollar Loan:

           (a)  Bank determines  (which  determination shall  be  conclusive)
 that by reason of circumstances affecting the relevant market, adequate  and
 reasonable means do not exist for ascertaining the Eurodollar Rate for  such
 Eurodollar Interest Period; or

           (b)  Bank determines  (which  determination shall  be  conclusive)
 that the Eurodollar Rate will not adequately and fairly reflect the cost  to
 the Banks of funding Eurodollar Loans for such Eurodollar Interest Period;

 then Bank shall give Borrower prompt notice thereof specifying the  relevant
 amounts or periods as is applicable,  and so long as such condition  remains
 in effect, Bank shall be under  no obligation to make additional  Eurodollar
 Loans, continue Eurodollar  Loans, or to  convert the Prime  Rate Loan  into
 Eurodollar Loans, and Borrower shall, on the last day(s) of the then current
 Eurodollar Interest Period(s) for  the outstanding Eurodollar Loans,  either
 prepay such Eurodollar Loans or convert  such Eurodollar Loans into a  Prime
 Rate Loan in accordance with the terms of this Note.
<PAGE>

      3.        Illegality.   Notwithstanding  any other  provision  of  this
           Note, in the event that it becomes unlawful for Bank or  maintain,
           or fund  Eurodollar Loans  hereunder,  then Bank  shall,  promptly
           notify Borrower thereof and Bank's obligation to make or  continue
           Eurodollar Loans and to convert any portion of the Prime Rate Loan
           into Eurodollar Loans shall be suspended  until such time as  Bank
           may again make, maintain, and fund Eurodollar Loans (in which case
           the provisions of Section 4 shall be applicable).

      4.   Treatment of Affected Loans.   If the obligation  of Bank to  make
 Eurodollar Loans or to continue Eurodollar  Loans or to convert any  portion
 of the Prime Rate Loan into Eurodollar Loans shall be suspended pursuant  to
 Section 1 or  Section 3 hereof  (the "Affected Loans"),  the Affected  Loans
 shall be automatically converted into a  Prime Rate Loan on the last  day(s)
 of the then current Eurodollar Interest Period(s) for Affected Loans (or, in
 the case of a conversion required by Section 3 hereof, on such earlier  date
 as Bank may specify to Borrower) and, unless and until Bank gives notice  as
 provided below that the  circumstances specified in Section  1 or Section  3
 hereof that gave rise to such conversion no longer exist:

           (a)  to the extent that the Affected Loans have been so converted,
 all payments and prepayments of principal that would otherwise be applied to
 the Affected Loans shall be applied instead to Prime Rate Loans; and

           (b)  all Loans that would otherwise be  made or continued by  Bank
 as Eurodollar Loans shall be made or continued instead as a Prime Rate Loan,
 and all Loans  of Bank  that would  otherwise be  converted into  Eurodollar
 Loans shall be  converted instead  into (or shall  remain as)  a Prime  Rate
 Loan.

      5.   Taxes.

           (a)  Any and all  payments by Borrower  to or for  the account  of
 Bank hereunder or under any other Loan Document shall be made free and clear
 of and without deduction  for any and all  present or future taxes,  duties,
 levies, imposts, deductions,  charges or withholdings,  and all  liabilities
 with respect thereto, excluding,  in the case of  Bank taxes imposed on  its
 income, and franchise  taxes imposed on  it, by the  jurisdiction under  the
 laws of which Bank  (or its applicable lending  office) is organized or  any
 political subdivision thereof (all such non-excluded taxes, duties,  levies,
 imposts,  deductions,   charges,   withholdings,   and   liabilities   being
 hereinafter referred to as "Taxes").   If Borrower shall be required by  law
 to deduct any Taxes from or in respect of any sum payable under this Note or
 any other Loan Document to Bank  (i)  the sum payable shall be increased  as
 necessary so that after making all required deductions (including deductions
 applicable to additional sums payable under this Section 5) Bank receives an
 amount equal to the sum it would  have received had no such deductions  been
 made, (ii) Borrower shall make such deductions, (iii) Borrower shall pay the
 full amount deducted to the relevant  taxation authority or other  authority
 in accordance with applicable law, and  (iv) Borrower shall furnish to  Bank
 the original or a certified copy of a receipt evidencing payment thereof.

           (b)  In addition, Borrower agrees  to pay any  and all present  or
 future stamp or documentary taxes and any other excise or property taxes  or
 charges or similar levies which arise from any payment made under this  Note
 or any  other  Loan  Document or  from  the  execution or  delivery  of,  or
 otherwise with respect to, this Note or any other Loan Document (hereinafter
 referred to as "Other Taxes").
<PAGE>

           (c)  The Borrower agrees to indemnify Bank for the full amount  of
 Taxes and Other  Taxes (including, without  limitation, any  Taxes or  Other
 Taxes imposed or asserted by any jurisdiction on amounts payable under  this
 Section 5) paid by  Bank and any  liability (including penalties,  interest,
 and expenses) arising therefrom or with respect thereto.

           (d)  If the Borrower is required to  pay additional amounts to  or
 for the account of Bank pursuant to this Section 5, then Bank will agree  to
 use reasonable efforts to change the jurisdiction of its applicable  lending
 office so as to  eliminate or reduce any  such additional payment which  may
 thereafter accrue if such change, in the judgment of Bank, is not  otherwise
 disadvantageous to Bank.

           (e)  Within thirty  (30) days  after the  date of  any payment  of
 Taxes, Borrower shall furnish to Bank the original or a certified copy of  a
 receipt evidencing such payment.

           (f)  Without prejudice to the survival  of any other agreement  of
 Borrower hereunder, the agreements and obligations of the Borrower contained
 in this Section 5 shall survive the payment in full of the Note.

      6.   Compensation.  Upon  the request of  Bank, Borrower  shall pay  to
 Bank such  amount or  amounts  as shall  be  sufficient (in  the  reasonable
 opinion of Bank) to compensate it for any loss, cost, or expense  (including
 loss of anticipated profits) incurred by it as a result of:

           (a)  any payment, prepayment, or  conversion of a Eurodollar  Loan
 for any  reason  (including, without  limitation,  the acceleration  of  the
 Loans) on a date other than the  last day of the Eurodollar Interest  Period
 for such Eurodollar Loan; or

            (b)  any failure by  Borrower for any  reason to borrow,  convert,
 continue, or  prepay a  Eurodollar  Loan on  the  date for  such  borrowing,
 conversion, continuation, or prepayment specified in the relevant notice  of
 borrowing, prepayment, continuation, or conversion under this Note.