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                                                                    EXHIBIT 4.06

                                          COMMERCIAL NOTE (SECURED)


People's Bank


$85,505.63        Stamford, Connecticut         December 22, 1997


FOR VALUE RECEIVED, the undersigned ("Borrower" whether one or more) jointly and
severally promises to pay to the order of PEOPLE'S BANK ("People's") at any of
its offices, or such other address as the holder of this Note shall specify in
writing, the principal sum of Eighty-Five Thousand Five Hundred Five
************* 63/100 dollars together with interest in arrears at the RATE
indicated below on the unpaid principal balance.  (All amounts which may be
payable under this Note, including the obligations described in Paragraph 5, are
collectively referred to in this Note as the "Entire Note Balance".)


1.    Rate. Borrower promises to pay interest on the unpaid principal balance at
      the rate checked below. (Mark an "X" in the box that applies.)

      |___| At a fixed rate of __________% per year.

      |_X_| At a variable rate per year equal to People's "Prime Rate" plus
      2.00 percentage points.

      |___| In accordance with the attached Rider which is a part of this Note.

      If the interest rate is variable, each change in Borrower's rate of
      interest shall take effect on the same day that People's "Prime Rate"
      changes. People's "Prime Rate" is an index People's uses to set interest
      rates on certain types of loans, and is not necessarily the lowest rate
      People's charges its customers. People's Prime Rate is increased and
      decreased by People's from time to time in response to changes in money
      market conditions. Interest shall be calculated on the basis of a 360 day
      year counting the actual number of days elapsed.


2.    Payment Schedule. Borrower will repay the amounts due under this Note in
      the manner checked below.

      A.    REPAYMENT. (Mark an "X" in the box that applies.)

            |_X_| The unpaid principal balance in full on March 2, 1998, with
                  interest payable as set forth in Paragraph B below.

            |___| The unpaid principal balance on demand, with interest payable
            as set forth in Paragraph B below.

            |___| In consecutive __________ payments of principal of $__________
            each, commencing on __________, 19____ and continuing on the same
            day of each successive __________ with interest payable as set forth
            in Paragraph B below. A final payment of the Entire Note Balance
            shall be due and payable on __________, 19_____.

            |___| In consecutive __________ payments of principal and interest
            of $__________ each, commencing on __________, 19_____ and
            continuing on the same day of each successive __________. A final
            payment of the Entire Note Balance shall be due and payable on
            __________, 19_____.

            |___| In accordance with the attached Rider which is a part of this
            Note.

      B.    INTEREST. (Mark an "X" in the box that applies.)

            |_X_| In consecutive monthly payments commencing on January 22,
                  1998.

            |___| In consecutive quarterly payments commencing on __________,
            19_____ and continuing on the same day of each successive
            __________, __________, __________ and __________.

            |___| On __________, 19_____.

            |___| In accordance with the attached Rider which is a part of this
            Note.

            |___| Not Applicable.


3.    Collateral. Borrower grants to People's security interest in the following
      property (the "Collateral") to secure the payment of the Entire Note
      Balance and any renewals and extensions of this Note. (Mark an "X" in the
      boxes that apply.)

      A.    |_X__| The following Collateral has been pledged and delivered to
            People's as security for this Note: People's Bank Certificate of
            Deposit A/C #25-7602149 $625,000.00 and A/C #25-80056738 for
            $25,000.00 and a Pledge Agreement dated June 11, 1997, has been
            signed and delivered to People's.

      B.    |_X_| This Note is secured by All Business Assets as more
            particularly described in a signed Security Agreement dated June 11,
            1997.

      C.    |___| This Note is secured by
            ___________________________________________________________________
            ___________________________________________________________________
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            as more particularly described in a signed Mortgage Deed dated
            __________, 19_____ to be recorded on the land records of the
            __________ of __________.

            |___| Other Security:______________________________________________

Borrower agrees to promptly provide to People's such additional collateral as
People's in good faith may reasonably require from time to time.  Borrower will
promptly deliver to People's any securities received (through stock dividend,
stock split or otherwise) with respect to any security pledged as Collateral.



4.    Special Provisions. (Mark an "X" in the box if applicable.)

      |___| Special provisions of this Note appear in the attached Rider which
      is a part of this Note.


Notice: See reverse side for additional Terms and Conditions which are a part of
this Note.


<TABLE>
<CAPTION>
Individual Borrower(s) Sole Proprietorship:     Business Borrower(s)
<S>                                             <C>

-------------------------------------------     ------------------------------------------------
Print Name(s) of Individual Borrower(s)         Print Name of Corporation,
/Sole Proprietorship                            Partnership, Entity

                                            
                                                By:
-------------------------------------------     ------------------------------------------------
Signature of Borrower                           Print Name and Title

                                                                                                 
                                                                                                 
Address                                         Address


-------------------------------------------     ------------------------------------------------
Signature of Borrower                           Print Name of Corporation, Partnership, Entity


                                                By:
-------------------------------------------     ------------------------------------------------
Address                                         Print Name and Title


                                                ------------------------------------------------
                                                Address



</TABLE>


I/We endorse this Note.  I/We waive presentment for payment, notice of dishonor
and all other demands or notices regarding this Note.  People's may renew or
extend this Note or require its payment in full without giving me/us any notice.
People's may release or substitute collateral for this Note without giving me/us
any notice.  Each endorser consents and agrees to be bound by the terms and
provisions of this Note.  Each endorser is jointly and severally liable to the
payment of the Entire Note Balance.


----------------------------                    -------------------------------
Endorser                                        Endorser





Additional Terms and Conditions

5.    Other Obligations

      A.    Borrower agrees to pay interest on the unpaid principal balance of
            this Note at the rate set forth in Paragraph 1 both before and after
            maturity, by acceleration or otherwise, and before and after any
            judgement and until the entire indebtedness evidenced by this Note
            is paid in full. Borrower agrees to pay all taxes assessed upon this
            Note against the holder of this Note, and to pay all costs,
            expenses, attorneys' fees and their disbursements incurred by
            People's in the collection of amounts due under this Note and in
            protecting and maintaining People's security interest in the
            Collateral. The principal sum plus all interest payable on this Note
            plus all amounts payable under this Paragraph are referred to
            collectively in this Note as the Entire Note Balance.
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      B.    To the extent that the Entire Note Balance is reduced or paid in
            full by reason of any payment to People's by any accommodation
            maker, endorser or guarantor, and all or any part of such payment is
            rescinded, avoided or recovered from People's for any reason
            whatsoever, including without limitation, any proceedings in
            connection with the insolvency, bankruptcy or reorganization of the
            accommodation maker, endorser or guarantor, the amount of such
            rescinded, avoided or returned payment shall be added to or, in the
            event the Note has been previously paid in full, shall revive the
            principal balance of this Note upon which interest may be charged at
            the applicable rate set forth in this Note and shall be considered
            part of the Entire Note Balance and all terms and provisions herein
            shall thereafter apply to same.

6.    Borrower's Representations. Borrower is generally paying its debts as they
      become due. Borrower knows of no act, event or occurrence that would
      adversely affect the present financial condition of Borrower in any
      material way.

7.    Financial Statements. People's may from time to time require from
      Borrower, any accommodation maker or endorser such financial information
      including, without limitation, balance sheets, statements of income and
      changes in financial position as People's shall deem necessary or
      desirable.

8.    Right of Set-Off. Upon the occurrence of an event of default (as defined
      below), or upon demand if this Note is payable on demand, People's shall
      have the right to set-off the Entire Note Balance against all of
      Borrower's, any accommodation maker's or endorser's deposits, credit and
      property now or hereafter in the possession or control of People's, its
      agent or bailee or in transit to it. People's may apply the same, or any
      part thereof, to the Entire Note Balance without prior notice or demand.

9.    Prepayment. Notwithstanding the payment schedule set forth in Paragraph 2
      or this Note, Borrower may prepay all or any part of the unpaid principal
      balance of this Note at anytime. Prepayments shall not incur any penalty.
      In the event that this Note is prepaid in full before $50 in interest as
      accrued, there will be a minimum interest charge of $50.

10.   Default.

      A.    If any of the following events occur (which is a "default"),
            People's may declare the Entire Note Balance, together with any
            other amounts that Borrower owes to People's, to be immediately due
            and payable:

            i.    Borrower fails to pay when due any installment of principal or
                  interest under this Note.

            ii.   Borrower or any accommodation maker, endorser or guarantor
                  fails to observe or perform any covenant or agreement set
                  forth in this Note, in any guaranty or in any instrument,
                  document or agreement concerning the Collateral;

            iii.  Borrower or any accommodation maker, endorser or guarantor
                  defaults in the payment of any other indebtedness to People's;

            iv.   Borrower or any accommodation maker, endorser or guarantor
                  becomes generally unable to pay its debts as they become due
                  or admits its inability to pay its debts as they become due;

            v.    Borrower or any accommodation maker, endorser or guarantor
                  makes a general assignment for the benefit of its creditors,
                  files or becomes the subject of a petition in bankruptcy, for
                  an arrangement with its creditors or for reorganization under
                  any federal or state bankruptcy or other insolvency law;

            vi.   Borrower or any accommodation maker, endorser or guarantor
                  files or becomes the subject of a petition for the appointment
                  of a receiver, custodian, trustee or liquidator of the part or
                  of all or substantially all of its assets under any federal or
                  state bankruptcy or other insolvency law;

            vii.  Borrower or any accommodation maker, endorser or guarantor
                  dies or is adjudicated incompetent, or if an entity, is
                  voluntarily or involuntarily terminated or dissolved;

            viii. Any individual who is a 10% or more owner of, partner in or
                  joint venturer with Borrower or any accommodation maker,
                  endorser or guarantor dies or is adjudicated incompetent;
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            ix.   Any change in beneficial ownership of 10% or more of Borrower
                  or any accommodation maker, endorser or guarantor;

            x.    Borrower or any accommodation maker, endorser or guarantor
                  enters into any merger or consolidation, or sale, lease,
                  liquidation or other disposition of all or substantially all
                  of its assets or any transaction outside the ordinary course
                  of its business or for less than fair consideration or
                  substantially equivalent value without People's prior written
                  consent;

            xi.   Any judgement is entered against Borrower or any accommodation
                  maker, endorser or guarantor or any attachment upon or
                  garnishment of any property of Borrower or any accommodation
                  maker, endorser or guarantor is issued;

            xii.  Any representation or statement made herein or any other
                  representation or statement made or furnished to People's by
                  Borrower or any accommodation maker, endorser or guarantor was
                  materially incorrect or misleading at the time it was made or
                  furnished;

            xiii. People's determines that the value of the Collateral securing
                  this Note is not adequate to secure Borrower's indebtedness;
                  or

            xiv.  People's at any time in good faith for any commercially sound
                  reason deems itself insecure.


            The defaults in this Subparagraph A shall not apply if this Note is
            payable on demand because People's may declare the Entire Note
            Balance immediately due and payable at any time for any reason.

      B.    As to any Collateral, People's shall have the rights of a secured
            party under the Uniform Commercial Code as in effect in the State of
            Connecticut. If People's should be required by law to give nay
            notice to Borrower or any accommodation maker or endorser of the
            sale of any Collateral, Borrower and such parties agree that notice
            at least 10 days before the sale shall be commercially reasonable.
            Borrower and such parties waive notice of the sale of any Collateral
            where the Collateral is perishable or threatens to decline in value
            quickly or is of a type customarily sold on a recognized market.

      C.    If any payment of principal or interest is not paid when due,
            whether by acceleration or otherwise, and whether or not judgement
            has yet been rendered on this Note, Borrower will thereafter pay, at
            the option of People's, interest at a rate two percentage points
            above the rate that would otherwise be payable under Paragraph 1
            until the Entire Note Balance is paid in full.

      D.    If People's has not received the full amount of any payment of
            principal or interest by the end of 10 calendar days after the date
            it is due, Borrower will pay a late charge to People's. The amount
            of the charge will be 5% of the overdue payment. Borrower will pay
            this late charge promptly but only once on each late payment.

      E.    All payments made under this Note shall be applied first to costs
            and expenses, if any, incurred in the collection of amounts due
            under this Note or in protecting or maintaining People's security
            interest in the Collateral, then to the payment of accrued interest
            and the remainder to principal.

      F.    If the principal balance of this Note exceeds $10,000, and Borrower
            will use the proceeds of the loan for a commercial, manufacturing,
            industrial or non-consumer purpose, for any interest payment that is
            not paid when due, the amount of such accrued and unpaid interest
            may, at the option of People's, be added to the principal of the
            debt upon which interest may be charged at the applicable rate set
            forth in this Note.

11.   Binding Effect. Each Borrower and accommodation maker signing this Note is
      jointly and severally responsible for making all payments and performing
      all other obligations specified in this Note. The provisions of this Note
      are binding on the heirs, executors, administrators, assigns and
      successors of each Borrower, accommodation maker and endorser under this
      Note and shall inure to the benefit of People's, its successors and
      assigns and to subsequent holders of this Note.
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12.   Prejudgment Remedy Waiver. Borrower and each accommodation maker and
      endorser under this Note acknowledge that the loan evidenced by this Note
      is a commercial transaction and waive their rights to notice or hearing
      under Chapter 903a of the Connecticut General Statutes or as otherwise
      required by any law with respect to any prejudgment remedy that People's
      may use.

13.   Waivers. The liability of Borrower and each accommodation maker and
      endorser under this Note is unconditional and People's may, without notice
      and without affecting the liability of any of them, grant extensions of
      time or renewals of this Note, add or release any obligor on this Note,
      acquire additional Collateral or release or exchange any Collateral.
      Borrower and each accommodation maker and endorser under this Note waive
      presentment, demand for payment, dishonor, protest and any other notices
      or demands in connection with the delivery, acceptance, performance,
      default and enforcement of this Note. Any delay, failure or waiver by
      People's to exercise any right it may have under this Note is not a waiver
      of People's right to exercise the same or any other right at any other
      time.

14.   Changes. No agreement to change or waive the terms of this Note shall be
      valid unless it is in writing and signed by People's and Borrower.

15.   Connecticut Law. The provisions of this Note shall be governed by the laws
      of the State of Connecticut, but excluding such rules as govern conflict
      of laws. Borrower and each accommodation maker and endorser under this
      Note agree that any proceeding arising out of this Note or any document
      executed herewith may be instituted in any federal or state court in the
      State of Connecticut and Borrower irrevocably submits to the jurisdiction
      of any such court.

16.   Jury Trial Waiver. In the interest of a speedy resolution of any lawsuit
      with may arise hereunder, Borrower and each accommodation maker and
      endorser under this Note waive a trial by jury in any action with respect
      to this Note and as to any issues arising relating to this Note.

17.   Interpretation. Captions and headings used in this Note are for
      convenience only. The term "Borrower" and any pronoun referring thereto as
      used herein shall be construed in the masculine, feminine or neuter as the
      context may require. The singular includes the plural and the plural
      includes the singular. "Any" means any and all.

18.   Invalidity. If any provision of this Note or the application of any
      provision to any person or circumstance shall be invalid or unenforceable,
      neither the balance of this Note nor the application of the provision to
      other persons or circumstances shall be affected.