EXHIBIT 10.2

                        SUBORDINATED PROMISSORY NOTE


   $3,950,000.00                                    June 30, 1998       


     FOR VALUE RECEIVED, the undersigned, Stevens International, Inc., a
   Delaware    corporation  ("Maker"),  whose  address  is  5500 Airport
   Freeway,  Fort  Worth, Texas 76117-5985, promises to pay to the order
   of  Paul Stevens ("Payee"), whose address is P. O. Box 950, La Jolla,
   CA  92038,  the  principal  sum  of  Three Million Nine Hundred Fifty
   Thousand  and  No/100  Dollars  ($3,950,000.00),  or  such greater or
   lesser amount as may be outstanding in accordance with the provisions
   of  this Note, together with interest on the unpaid principal balance
   from  day  to  day at a per annum rate equal to the lesser of (a) the
   Highest  Lawful  Rate (as hereinafter defined), or (b) the Prime Rate
   (as  hereinafter  defined)  plus  two  percent  (2%).  Interest shall
   accrue on any matured, unpaid amounts at the Past Due Rate. 

     As  used in this Note, the following terms shall have the following
   meanings:

          "Highest  Lawful  Rate"  means the maximum nonusurious rate of
     interest  per  annum  permitted  by  the law of the State of Texas,
     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 Highest Lawful Rate is permitted thereby.  For
     purposes   of   determining  the  Highest  Lawful  Rate  under  the
     applicable  Laws of the State of Texas, the applicable rate ceiling
     shall  be  the  "weekly  ceiling"  as  defined  in  and computed in
     accordance  with  Article  5069-1D.003  of  the Texas Revised Civil
     Statutes, as hereafter amended or supplemented.  The Highest Lawful
     Rate  shall  be  applied   by   taking  into  account  all  amounts
     characterized  by  applicable law as interest on the debt evidenced
     by this Note, so that the aggregate of all interest does not exceed
     the maximum nonusurious amount permitted by applicable law. 

          "Guaranty"  means the Guaranty Agreement of even date herewith
     executed  by  Stevens  International,  SA, a French corporation, in
     favor  of  Payee,  guaranteeing  the  payment of the obligations of
     Maker under this Note and the other Subordinated Loan Documents.

          "Past  Due  Rate"  means a rate per annum equal to the Highest
     Lawful Rate.  

          "Primary   Security"  means   the   Zerand  Holdback  and  the
     collateral covered by the Walnut Mortgage and the SSMI Pledge.

          "Prime  Rate"   means   the   rate  per  annum  most  recently
     established  by  Wells  Fargo  Bank,  National  Association, as its
     "prime rate".

          "Revolving Credit Facility" means the line of credit available
     to  Maker  under the Senior Loan Agreement in the maximum amount of
     $7,500,000.00.
<PAGE>
          "Schlichter  Mortgage" means that certain Mortgage, Assignment
     of  Leases and Rents and Security Agreement, of even date herewith,
     executed  by Maker and granting to Payee a second priority mortgage
     lien  against  the  real  property  located at 2175 Schlichter Dr.,
     Hamilton,   Butler   County,  Ohio,  45011,  as  more  particularly
     described in the Schlichter Mortgage.

          "Security Agreement" means that certain Security Agreement, of
     even  date  herewith, executed by Maker in favor of Payee, granting
     to  Payee  (a)  a  first  priority  security interest in and to the
     Zerand  Holdback,  and  all  proceeds thereof, and (b) a second and
     subordinate  security  interest  in  and to the accounts, rights to
     payment,  contract  rights,  chattel  paper,  general  intangibles,
     inventory,  equipment  and  other  goods  and  personal property of
     Maker,  whether  now  owned or hereafter acquired, and all proceeds
     thereof.  

          "Security   Documents"   means,  collectively,  the   Security
     Agreement,   the  SSMI  Pledge,  the  Walnut  Mortgage,  the  Texas
     Mortgage, the Schlichter Mortgage and all other mortgages, security
     agreements  and  other instruments and agreements under or pursuant
     to  which  a security interest is now or hereafter granted to Payee
     to  secure  Maker s payment of this Note and the performance of its
     other obligations under the Subordinated Loan Documents.  

          "Senior Lender" means Wells Fargo Bank, National Association. 

          "Senior  Loan Agreement" means that certain Loan Agreement, of
     even  date  herewith,  by  and  between  Maker  and  Senior Lender,
     providing  for  the extension to Maker by Senior Lender of the Term
     Loan and the Revolving Credit Facility.   

          "SSMI"    means   Societe   Specialisee   dans   le   Materiel
     d'Imprimerie, a French corporation.

          "SSMI  Pledge"  means  that  certain Pledge Agreement, of even
     date  herewith,  executed  by  Stevens  International, SA, a French
     corporation,  pledging  to Payee as security for the payment of the
     Note,  (a) all of the issued and outstanding shares evidencing 100%
     of the ownership interest in SSMI (or such lesser percentage as may
     be  required to comply with applicable laws as provided in the SSMI
     Pledge),  and all proceeds thereof, and (b) all proceeds payable to
     the  holder of the ownership interest in SSMI as a result of a sale
     or  other  disposition  of  all  or  any substantial portion of the
     assets of SSMI.   

          "Subordinated  Loan  Documents"  means this Note, the Security
     Documents and the Guaranty. 
<PAGE>
          "Subordination  Agreement"  means  that  certain Subordination
     Agreement  of  even  date  herewith  by  and among Maker, Payer and
     Senior  Lender, providing for the subordination of the indebtedness
     of  Maker  to  Payee  under  the Subordinated Loan Documents to the
     indebtedness  and  obligations of Maker to Lender under or pursuant
     to  the Senior Loan Agreement, subject to the rights of priority of
     Payee  with  respect  to  the  Primary  Security  and  the proceeds
     thereof.

          "Term  Loan"  means  the term loan extended to Maker by Senior
     Lender  pursuant  to  the  Senior  Loan  Agreement in the amount of
     $4,000,000.00.  

          "Texas Mortgage" means that certain Deed of Trust and Security
     Agreement,  of  even  date  herewith, executed by Maker in favor of

     Charles  D.  Maguire,  Trustee for the benefit of Payee, granting a
     deed  of  trust  lien (and power of sale) against the real property
     located  at 5700 Belknap, Fort Worth, Tarrant County, Texas,  76117
     as more particularly described in the Texas mortgage.

          "Walnut  Mortgage"  means that certain Mortgage, Assignment of
     Leases  and  Rents  and  Security Agreement, of even date herewith,
     executed  by  Maker and granting to Payee a first priority mortgage
     lien  against  the  real property located at 851 Walnut,  Hamilton,
     Butler  County,  Ohio,  45011 as more particularly described in the
     Walnut Mortgage.

          "Warrant" means a Warrant from Maker in favor of Payee for the
     purchase  of  up to One Million shares of the common stock of Maker
     at $.01 per share.
     
          "Zerand  Holdback"  means (a) all rights, titles and interests
     of  Maker  in  and  to  that  certain Escrow Agreement by and among
     Valumaco  Incorporated,  a Delaware corporation ("Valumaco"), Maker
     and  Banca  Commerciale  Italiana,  New  York  Branch  (the "Escrow
     Agent"),  and the "Deposit" and the "Escrowed Funds" thereunder (as
     defined therein) and  (b) all rights, titles and interests of Maker
     in  and  to  the "earn-out" provision (Section 2.5) of that certain
     Sale  and  Purchase  Agreement  Concerning  the  Zerand Division of
     Stevens   International,   Inc.,  between  Maker,  as  seller,  and
     Valumaco, as buyer, dated April 14, 1998.   


     Interest accrued on the principal balance of this Note shall be due
   and  payable  in  arrears quarterly commencing September 30, 1998 and
   continuing  on the last day of each calendar quarter thereafter until
   the  principal balance of this  Note  has  been paid in full, subject
   to  the  subordination  provisions  contained  in  the  Subordination
   Agreement.    The  principal balance of this Note and all accrued and
   unpaid  interest  hereon shall be due and payable in full on June 30,
   2000.
<PAGE>
     Payments  of  interest due under this Note may be made by Maker, at
   its  option,  either  (a)  in  lawful  money  of the United States of
   America  in immediately available funds, or (b) if there has occurred
   an  Event  of Default (defined below) which is then continuing and by
   virtue of which the payment of interest under this Note is prohibited
   under the Subordination Agreement, by delivery to Payee by Maker of a
   request  for a principal advance under this Note to be applied to the
   payment  of such accrued interest (an "Interest Payment Advance"), in
   either case delivered to Payee at P.O. Box 950, La Jolla, California,
   92122,  or  in accordance with such other directions or at such other
   address as Payee may notify Maker in writing from time to time.    

     Each  Interest  Payment  Advance  shall be recorded by Payee on the
   Schedule  of  Advances  attached  hereto  as  Exhibit  A, but Payee's
   failure  to  so  record  any  such Interest Payment Advance shall not
   relieve  Maker  of  its obligation to repay any such Interest Payment
   Advance  in  accordance  with the terms applicable to the obligations
   evidenced by this Note.  

     Mandatory  payments  of  principal under this Note shall be due and
   payable  immediately  upon Maker s receipt, and to the extent of, any
   proceeds   (of  any   nature  whatsoever)  from  the  sale  or  other
   disposition  of  any of the Primary Security (less the reasonably and
   customary expenses incurred by Maker in connection therewith).

     Maker  shall  have  the  right  to prepay this Note at any time, in
   whole or in part, without premium or penalty, provided that each such
   prepayment  shall  be payable in lawful money of the United States of
   America  in  immediately  available  funds,  and each such prepayment
   shall be applied first to accrued and unpaid interest and next to the
   principal balance of this Note. 

     The  proceeds  of  the indebtedness evidenced by this Note shall be
   used solely for the following purposes:

          (a)  The  amount  of  $2,500,000.00 shall be advanced by Maker
     concurrently with (and contingent upon) the advance of the proceeds
     of  the  Term  Loan  to  retire,  release and discharge in full the
     indebtedness,  obligations and security interests of Maker in favor
     of  Mutual of NewYork and Aetna Life Insurance Company; and

          (b)  The renewal and extension of that certain promissory note
     in  the original principal amount of $950,000.00, executed by Maker
     and payable to the order of Payee, dated ________________________ .

          (c)  The  amount  of $500,000.00 (or such lesser amount as may
     be  advanced)  to  finance  such  of  Maker's  accounts receivable,
     outside of the Revolving Credit Facility, as Payee shall approve in
     its sole discretion.
<PAGE>
     The  indebtedness  evidenced  by  this  Note  is  guaranteed by the
   Guaranty  and  secured  by the Security Documents, and is entitled to
   the  benefits  thereof.   In addition, Maker agrees to issue to Payee
   the  Warrant within thirty (30) days following the date of this Note,
   conditioned  upon  the  obtainment  by  Maker  of  an  opinion  of an
   independent firm as to the "fairness" of such issuance, which Warrant
   (and  all  related  documentation)  shall  be  in  form and substance
   acceptable to Payee in all respects.      

     Without  notice  or  demand  (which  are hereby waived), the entire
   unpaid  principal  balance of, and all accrued interest on, this Note
   shall  immediately become due and payable at the option of the holder
   hereof upon the occurrence of any of the following events ("Events of
   Default"):

          (a)  The  failure  or  refusal of Maker to make any payment of
     this  Note on the date when due in accordance with the terms hereof
     and  the  continuance of such failure for a period of ten (10) days
     following  Maker  s  receipt of written notice of such failure from
     Payee.

          (b)  The  failure  or  refusal  of  Maker  to  punctually  and
     properly  perform, observe and comply in all material respects with
     each  covenant,  agreement  or condition contained herein or in any
     document,  instrument  or agreement executed in connection herewith
     and  the  breach  of  such  covenant, agreement or condition is not
     cured  to Payee's satisfaction within 30 days after Maker's receipt
     of written notice of such breach from Payee.

          (c)   Maker shall (i) execute an assignment for the benefit of
     creditors,  or  (ii)  admit in writing its inability, or otherwise,
     fail, to pay its debts generally as they become due or (iii) suffer
     the  appointment  of  a  receiver,  trustee,  custodian  or similar
     fiduciary.

          (d)  Any petition for an order for relief shall be filed by or
     against  Maker  under  the  United States Bankruptcy Code (if filed
     against  Maker,  and  the  continuation of such proceeding for more
     than sixty (60) days).

          (e)  An  event  of  default  shall occur under the Senior Loan
     Agreement  which  results  in  the acceleration of the indebtedness
     evidenced by the Senior Loan Agreement.

     If  an  Event  of  Default shall occur, the holder of this Note may
   proceed  to  protect  and  enforce  any  and  all rights it may have,
   whether  by  contract, at law or in equity, including but not limited
   the  foreclosure of its liens and security interests securing payment
   hereof  and the exercise any of its other rights, powers and remedies
   under this Note, under any other Subordianted Loan Document.
<PAGE>
     All  of  the  rights,  remedies,  powers  and privileges (together,
   "Rights")  of  the holder hereof provided for in this Note and in any
   other  Subordiante  Loan Document are cumulative of each other and of
   any  and  all  other  Rights  at law or in equity.  The resort to any
   Right  shall  not  prevent the concurrent or subsequent employment of
   any  other  appropriate  Right.  No single or partial exercise of any
   Right  shall  exhaust  it,  or preclude any other or further exercise
   thereof,  and  every Right may be exercised at any time and from time
   to  time.   No failure by the holder hereof to exercise, nor delay in
   exercising  any  Right,  including  but  not limited to  the right to
   accelerate  the maturity of this Note, shall be construed as a waiver
   of  any  Default  or  as a waiver of the Right.  Without limiting the
   generality  of the foregoing provisions, the acceptance by the holder
   hereof from time to time of any payment under this Note which is past
   due  or which is less than the payment in full of all amounts due and
   payable  at  the  time  of  such  payment, shall not (i) constitute a
   waiver  of  or impair or extinguish the right of the holder hereof to
   accelerate  the  maturity of this Note or to exercise any other Right
   at  the time or at any subsequent time, or nullify any prior exercise
   of  any such Right, or (ii) constitute a waiver of the requirement of
   punctual payment and performance or a novation in any respect.

     If  any  holder of this Note retains an attorney in connection with
   any  Event of Default or at maturity or to collect, enforce or defend
   this  Note  or any other Subordinated Loan Document in any lawsuit or
   in any probate, reorganization, bankruptcy or other proceeding, or if
   Maker  sues  any  holder  in  connection  with this Note or any other
   Subordinated Loan Document and does not prevail, then Maker agrees to
   pay  to  each such holder, in addition to principal, interest and any
   other sums owing to holder under the Subordianted Loan Documents, all
   reasonable  costs  and  expenses incurred by such holder in trying to
   collect  this  Note  or  in  any  such  suit or proceeding, including
   reasonable attorneys' fees.  

     Each  notice,  request  and  demand  to  be  given  pursuant to the
   provisions  of  this  Note  shall be deemed given or made, if sent by
   mail,  upon the earlier of the date of receipt or five (5) days after
   deposit in the U.S. Mail, first class postage prepaid, or, if sent by
   any other means, upon delivery, in each case to the address of Debtor
   given  above,  or to such other address as any party may designate by
   written notice to the other party.
   .
     Maker,  and  each surety, endorser, guarantor, and other party ever
   liable  for  the  payment  of  any  sum of money payable on this Note
   jointly and severally at all times waive presentment, protest, notice
   of nonpayment, notice of intention to accelerate and of acceleration,
   notice  of  protest  and  nonpayment or dishonor, notice of intent to
   demand,  diligence  in  collecting,  and  grace,  and  consent to all
   extensions  without  notice  for  any  period  or periods of time and
   partial  payments  before or after maturity, without prejudice to the
   holder.
<PAGE>

     THE  OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND
   TO  THE  EXTENT  SET  FORTH  IN  THE  SUBORDINATION  AGREEMENT TO THE
   OBLIGATIONS  (INCLUDING  INTEREST) OWED BY PAYEE TO THE HOLDER OF THE
   NOTES  ISSUED  PURSUANT  TO THE SENIOR LOAN AGREEMENT AS THE SAME HAS
   BEEN AND HEREAFTER MAY BE SUPPLEMENTED, MODIFIED OR AMENDED FROM TIME
   TO  TIME;  AND  EACH  HOLDER  OF THIS NOTE, BY ITS ACCEPTANCE HEREOF,
   SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
    
     This  note  is  being executed and delivered in the State of Texas,
   and  the  laws  of such state shall govern the construction validity,
   enforcement  and  interpretation hereof, except to the extent federal
   laws  otherwise  govern  the  validity, construction, enforcement and
   limitation hereof.

     All   of  the  covenants,  stipulations,  promises  and  agreements
   contained  in  this  Note  by  or  on  behalf of Maker shall bind its
   successors and assigns, whether so expressed or not.

     Regardless  of  any  provision contained herein, or in any document
   executed  in  connection  herewith,  Payee shall never be entitled to
   receive, collect, or apply, as interest on the indebtedness evidenced
   hereby,  any  amount in excess of the Highest Lawful Rate, and in the
   event  Payee  ever  receives,  collects, or applies, as interest, any
   such  excess,  such amount which would be excessive interest shall be
   deemed  a  partial  prepayment  of principal and treated hereunder as
   such;  and  if,  the  principal hereof is paid in full, any remaining
   excess shall be refunded to Maker.  In determining whether or not the
   interest paid or payable, under any specific contingency, exceeds the
   Highest  Lawful  Rate,  Maker  and Payee shall, to the maximum extent
   permitted  under  applicable  law,  (a) characterize any nonprincipal
   payment  as  an  expense,  fee,  or  premium rather than as interest,
   (b)  exclude  voluntary  prepayments  and  the  effects  thereof, and
   (c)  prorate,  allocate,  and  spread,  the  total amount of interest
   throughout the entire contemplated term hereof, provided, that if the
   principal  balance  hereof is paid and performed in full prior to the
   end  of  the  full  contemplated  term  hereof,  and  if the interest
   received  for  the  actual  period  of  existence thereof exceeds the
   Highest  Lawful Rate, Payee shall either apply or refund to Maker the
   amount  of  such  excess as herein provided, and in such event, Payee
   shall  not  be  subject  to  any  penalties  provided by any laws for
   contracting  for,  charging,  or  receiving interest in excess of the
   Highest Lawful Rate.

     THIS  NOTE REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND MAY
   NOT   BE  CONTRADICTED  BY  EVIDENCE  OF  PRIOR,  CONTEMPORANEOUS  OR
   SUBSEQUENT  ORAL  AGREEMENTS  OF  THE  PARTIES.    THERE  ARE NO ORAL
   AGREEMENTS AMONG THE PARTIES.
<PAGE>
          
     IN  WITNESS  WHEREOF,  the undersigned has executed this Note as of
   the day and year first above written.


                              STEVENS INTERNATIONAL, INC.


                              By: ________________________________
                                   Richard Stevens
                                        President





<PAGE>

                   SCHEDULE OF INTEREST PAYMENT ADVANCES

   Beginning                                                   Ending
Principal Balance    Date    Interest Payment Advance     Principal Balance