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                                                                 Exhibit (4)(xv)

                                 PROMISSORY NOTE

                                     4/13/98
                                     (DATE)

               104 REVERE STREET, CANTON, NORFOLK COUNTY, MA 02021
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                               (ADDRESS OF MAKER)

FOR VALUE RECEIVED, PLYMOUTH RUBBER COMPANY, INC. ("MAKER") promises, jointly
and severally if more than one, to pay to the order of GENERAL ELECTRIC CAPITAL
CORPORATION or any subsequent holder hereof (each, a "PAYEE") at its office
located at 4 NORTH PARK DRIVE SUITE 500, HUNT VALLEY, MD 21030 or at such other
place as Payee or the holder hereof may designate, the principal sum of THREE
MILLION SEVEN HUNDRED TEN THOUSAND AND 00/100 DOLLARS ($3,710,000.00), with
interest thereon, from the date hereof through and including the dates of
payment, at a fixed interest rate of EIGHT AND 04/100 PERCENT (8.04%) per annum,
to be paid in lawful money of the United States, in FIFTY-NINE (59) consecutive
monthly installments of principal and interest of SEVENTY-FIVE THOUSAND TWO
HUNDRED NINETY-SIX AND 46/100 DOLLARS ($75,296.46) each ("PERIODIC INSTALLMENT")
and a final installment which shall be in the amount of the total outstanding
principal and interest. The first Periodic Installment shall be due and payable
on JUNE 1, 1998 and the following Periodic Installments and the final
installment shall be due and payable on the same day of each succeeding month
(each, a "PAYMENT DATE"). Such installments have been calculated on the basis of
a 360 day year of twelve 30-day months. Each payment may, at the option of the
Payee, be calculated and applied on an assumption that such payment would be
made on its due date.

The acceptance by Payee of any payment which is less than payment in full of all
amounts due and owing at such time shall not constitute a waiver of Payee's
right to receive payment in full at such time or at any prior or subsequent
time.

The Maker hereby expressly authorizes the Payee to insert the date value is
actually given in the blank space on the face hereof and on all related
documents pertaining hereto.

This Note may be secured by a security agreement, chattel mortgage, pledge
agreement or like instrument (each of which is hereinafter called a "SECURITY
AGREEMENT") dated as of January 29, 1997, as amended.

Time is of the essence hereof. If any installment or any other sum due under
this Note or any Security Agreement is not received within ten (10) days after
its due date, the Maker agrees to pay, in addition to the amount of each such
installment or other sum, a late payment charge of five percent (5%) of the
amount of said installment or other sum, but not exceeding any lawful maximum.
If (i) Maker fails to make payment of any amount due hereunder within ten (10)
days after the same becomes due and payable; or (ii) Maker is in uncured or
unwaived default under, or fails to perform under any term or condition
contained in any Security Agreement, then the entire principal sum remaining
unpaid, together with all accrued interest thereon and any other sum payable
under this Note or any Security Agreement, at the election of Payee, shall
immediately become due and payable, with interest thereon at the lesser of
twelve percent (12%) per annum or the highest rate not prohibited by applicable
law from the date of such accelerated maturity until paid (both before and after
any judgment).

The Maker may prepay in full, but not in part, its entire indebtedness hereunder
upon payment of an additional sum as a premium equal to the following
percentages of the original principal balance for the indicated period:

Prior to the first annual anniversary date of this Note:      three percent (3%)
Thereafter and prior to the second annual anniversary
  date of this Note:                                          two percent   (2%)
Thereafter and prior to the third annual anniversary
  date of this Note:                                          one percent   (1%)
Thereafter and prior to the fourth annual anniversary
  date of this Note:                                          one percent   (1%)
Thereafter and prior to the fifth annual anniversary
  date of this Note:                                          one percent   (1%)

  and zero percent (0%) thereafter, plus all other sums due hereunder or under
                            any Security Agreement.

It is the intention of the parties hereto to comply with the applicable usury
laws; accordingly, it is agreed that, notwithstanding any provision to the
contrary in this Note or any Security Agreement, in no event shall this Note or
any Security Agreement require the payment or permit the collection of interest
in excess of the maximum amount permitted by applicable law. If any such excess
interest is contracted for, charged or received under this Note or any Security
Agreement, or if all of the principal balance shall be prepaid, so that under
any of such circumstances the amount of interest contracted for, charged or
received under this Note or any Security Agreement on the principal balance
shall exceed the maximum amount of interest permitted by applicable law, then in
such event (a) the provisions of this paragraph shall govern and control, (b)
neither Maker nor any other person or entity now or hereafter liable for the
payment hereof shall be obligated to pay the amount of such interest to the
extent that it is in excess of the maximum amount of interest permitted by
applicable law, (c) any such excess which may have been collected shall be
either applied as a credit against the then unpaid principal balance or refunded
to Maker, at the option of the Payee, and (d) the effective rate of interest
shall be automatically reduced to the maximum lawful contract rate allowed under
applicable law as now or hereafter construed by the courts having jurisdiction
thereof. It is further agreed that without limitation of the foregoing, all
calculations of the rate of interest contracted for, charged or received under
this Note or any Security Agreement which are made for the purpose of
determining whether such rate exceeds the maximum lawful contract rate, shall be
made, to the extent permitted by applicable law, by amortizing, prorating,
allocating and spreading in equal parts during the period of the full stated
term of the indebtedness evidenced hereby, all interest at any time contracted
for, charged or received from Maker or otherwise by Payee in connection with
such indebtedness; provided, however, that if any applicable state law is
amended or the law of the United States of America preempts any applicable state
law, so that it becomes lawful for the Payee to receive a greater interest per
annum rate than is presently allowed, the Maker agrees that, on the effective
date of such amendment or preemption, as the case may be, the lawful maximum
hereunder shall be increased to the maximum interest per annum rate allowed by
the amended state law or the law of the United States of America.

The Maker and all sureties, endorsers, guarantors or any others (each such
person, other than the Maker, an "OBLIGOR") who may at any time become liable
for the payment hereof jointly and severally consent hereby to any and all
extensions of time, renewals, waivers or modifications of, and all substitutions
or releases of, security or of any party primarily or secondarily liable on this
Note or any Security Agreement or any term and provision of either, which may be
made, granted or consented to by Payee, and agree that suit may be brought and
maintained against any one or more of them, at the election of Payee without
joinder of any other as a party thereto, and that Payee shall not be required
first to foreclose, proceed against, or exhaust any security hereof in order to
enforce payment of this Note. The Maker and each Obligor hereby waives
presentment, demand for payment, notice of nonpayment, protest, notice of
protest, notice of dishonor, and all other notices in connection herewith, as
well as filing of suit (if permitted by law) and diligence in collecting this
Note or enforcing any of the security hereof, and agrees to pay (if permitted by
law) all expenses incurred in collection, including Payee's reasonable
attorneys' fees.


THE MAKER HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS
NOTE, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN MAKER AND PAYEE
RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS,
AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN MAKER AND PAYEE. THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS,
TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY
CLAIMS.) THIS WAIVER IS IRREVOCABLE MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE, ANY RELATED DOCUMENTS, OR
TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED
TRANSACTION. IN THE EVENT OF LITIGATION, THIS NOTE MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.

This Note and any Security Agreement constitute the entire agreement of the
Maker and Payee with respect to the subject matter hereof and supercedes all
prior understandings, agreements and representations, express or implied.

No variation or modification of this Note, or any waiver of any of its
provisions or conditions, shall be valid unless in writing and signed by an
authorized representative of Maker and Payee. Any such waiver, consent,
modification or change shall be effective only in the specific instance and for
the specific purpose given.

 Any provision in this Note or any Security Agreement which is in conflict with
 any statute, law or applicable rule shall be deemed omitted, modified or
 altered to conform thereto.

                                           PLYMOUTH RUBBER COMPANY, INC.

/S/ Deborah A. Kream                       By:  /S/ Joseph J. Berns  (L.S.)
(Witness)                                  (Signature)

Deborah A. Kream                           Joseph J. Berns
(Print name)                               Print name (and title, if applicable)

104 Revere Street  Canton, MA 02021                    041733970
(Address)                                   (Federal tax identification number)