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                                EXHIBIT 10(ii)
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                                NON-NEGOTIABLE
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                                    SECURED
                                    -------
                                PROMISSORY NOTE
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$2,005,584                                                  May 21, 1998


     FOR VALUE RECEIVED, the undersigned, CYBEX INTERNATIONAL, INC., a New York
corporation (the "Obligor"), does hereby promise to pay to the order of James S.
Sweeney, Jr., Michael T. Sweeney, and Duane P. Stark (the "Shareholder
Representatives"), for the ratable benefit of the Shareholders (as such term is
defined in the Purchase Agreement referred to below),  as hereinafter provided,
the principal sum of Two Million Five Thousand Five Hundred Eighty-Four Dollars
($2,005,584), together with interest on the unpaid principal hereof from the
date of this Note until paid, at the rate of 5.625% per annum.

     Both the principal of and interest on this Note are payable in lawful money
of the United States of America.

     All accrued and unpaid interest on this Note shall be due and payable on
the first day of June, September, December and March of each year, commencing
September 1, 1998.  The principal of this Note shall be due and payable in full
on June 1, 2001.

     If any one or more of the following events (herein, an "Event of Default")
shall occur:

          A.   The Obligor shall default in the payment of any principal of or
interest on this Note, and such default continues thirty days after written
notice thereof shall have been provided to the Obligor by the Shareholder
Representatives; or

          B.   The Obligor shall (i) apply for, consent to or permit the
appointment of a receiver, trustee or liquidator of the Obligor or of all or a
substantial part of its assets, (ii) be unable, or admit in writing its
inability, to pay debts as they mature, (iii) make a general assignment for the
benefit of creditors, (iv) be adjudicated a bankrupt or insolvent, or (v) file a
voluntary petition in bankruptcy or a petition or an answer seeking
reorganization, or an arrangement with creditors or to take advantage of any
insolvency law, or any answer admitting the material allegations of a petition
filed against the Obligor in any such proceeding;
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then in any such event the holder of this Note may at any time thereafter
(unless all such Events of Default shall theretofore have been fully cured to
the satisfaction of such holder, and all costs and expenses, including without
limitation attorneys's fees and expenses, incurred by or on behalf of such
holder shall have been paid by the Obligor), by notice to the Obligor, declare
the entire outstanding principal of this Note to be due and payable immediately,
and upon such declaration such principal, and all accrued but unpaid interest,
shall become and be immediately due and payable, without further notice.

     This Note arises out of and is subject to the terms and provisions of the
Stock Purchase Agreement dated as of May 20, 1998  (the "Purchase Agreement"),
pertaining to the acquisition by the Obligor of all of the outstanding capital
stock of Tectrix Fitness Equipment, Inc.  Without limiting the foregoing, this
Note is subject to certain rights of offset and deferral, as more fully
described in paragraph 13 of the Purchase Agreement.  In no event shall the
Obligor be deemed in default pursuant to clause A above due to the exercise of
its right of offset or deferral.

     In the event that the principal of this Note is reduced due to the exercise
of Obligor's right of offset, the interest accruing on this Note shall be
retroactively recalculated as though the principal of this Note had been reduced
as of the date the Obligor suffered the damages to which the offset relates.  To
the extent any interest payments theretofore made on this Note ultimately are
deemed excessive due to such retroactive adjustment, the excess payment shall be
credited against the next interest and/or principal installment or installments
due hereunder.

     This Note is supported by one or more letters of credit issued by First
Union National Bank and its successors and assigns (or such other issuer or
issuers as may be jointly agreed between the Obligor and the Shareholder
Representative).

     This Note may at the option of the Obligor at any time or from time to time
be prepaid, in whole or in part, without penalty or premium.

     Should the indebtedness represented by this Note or any part thereof be
collected in any proceeding or placed in the hands of attorneys for collection,
the Obligor agrees to pay, in addition to the principal and interest due and
payable hereon, all costs of collecting this Note, including reasonable
attorneys' fees and expenses.

     The Obligor expressly waives presentment, demand, protest or any other
notice whatsoever.

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     IN WITNESS WHEREOF, the undersigned has executed and delivered this Note on
the day and year first above written.

                                        CYBEX INTERNATIONAL, INC.

                                        By: _____________________________

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