REVOLVING LINE OF CREDIT NOTE


Albany, New York
18 October      , 1995                                             $2,500,000.00


         FOR VALUE RECEIVED, the undersigned,  ENVIRONMENT-ONE  CORPORATION (the
"Borrower")  promises to pay to the order of FLEET BANK,  a bank  organized  and
existing  under the laws of the State of New York (herin called the "Bank"),  at
the office of the Bank, 69 State Street, Albany, New York, 12201, or at any such
other  place as may be  designated  from time to time by the Bank the sum of TWO
MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000.00), or such lesser sum as may
be disbursed  by the Bank to the  Borrower  pursuant to the terms of the Secured
Revolving Line of Credit Agreement (as hereinafter defined), lawful money of the
United States of America, plus interest on the unpaid principal balance computed
from the date hereof, at the per annum rates set forth below, based on a year of
360 days but chargeable on actual days.

         As used herein, the following terms shall have the following meanings:

Advance - Any  disbursement  of proceeds  under this Note made by the Bank to or
for the benefit of the Borrower.

Event of Default - Any of those  events  defined  as an Events of Default  under
this  Note,  the  Secured  Revolving  Line of  Credit  Agreement,  or any  other
instruments or documents executed in connection herewith.

Fleet Bank Prime Rate - That rate  announced  from time to time by the Bank as a
reference point for  determining  interest rates charged on certain loans and is
not  necessarily  the lowest  rate at which the Bank  lends.  Any change in this
interest  rate shall be  effective  on the day the  change in such rate  occurs,
whether or not notice has been given to the Borrower.

Floating  Rate - The Fleet Bank Prime Rate,  as such rate  changes  from time to
time,  plus one  percent  (1.00%).  Upon  receipt by the Bank of the  Borrower's
internally  prepared  financial  statements for the period ending  September 30,
1995, which financial  statements must evidence  Borrower's  compliance with all
financial covenants set forth in the Secured Revolving Line of Credit Agreement,
the interest rate  chargeable  hereunder shall decrease to three quarters of one
percent  (.75%) above the Fleet Bank Prime Rate,  as such rate changes from time
to time. Upon receipt by the Bank of the Borrower's audited financial statements
for the period  ending  December  31,  1995,  which  financial  statements  must
evidence  Borrower's  compliance  with all financial  covenants set forth in the
Secured  Revolving  Line of  Credit  Agreement,  the  interest  rate  chargeable
hereunder  shall decrease to one-half of one percent (.50%) above the Fleet Bank
Prime Rate, as such rate changes from time to time.

Interest Period - The time period selected by the Borrower during which interest
is to accrue on any Advance at the Libor  Fixed Rate or the  Floating  Rate,  as
selected by the Borrower.  An interest period during which interest is to accrue
at the Libor Fixed Rate shall be for a term of thirty (30), sixty (60) or ninety
(90) days, as selected by the Borrower. In no event shall any Interest Period on
any Advance extend beyond the Maturity Date.
<PAGE>
Interest  Rate  Election - An election on the part of the Borrower to choose the
Libor Fixed Rate or the Floating Rate to be charged on any Advance.

Interest  Rate  Election   Notice/Request   for  Advance  -  A  written  notice,
substantially  in the form of  Exhibit A  attached  to this  Note,  given by the
Borrower to the Bank in which the Borrower requests and Advance and indicates an
Interest Rate Election and an Interest Period for said Advance.

Libor  Rate - A rate per annum  (rounded  to the  nearest  one-hundredth  of one
percent)  equal to the rate as  determined on the basis of the offered rates for
deposits in United  States  dollars for a period of time closest to the maturity
of the Interest Period chosen by the Borrower which appears on the Reuter's LIBO
page as of 11:00 a.m.  London  time as of the first day of any  Interest  Period
during  which  interest is to accrue at the Libor Fixed Rate.  If such rate does
not appear on the Reuter's LIBO page,  the rate for that date will be determined
on the basis of the offered rates for deposits in United States dollars  closest
to the maturity of the Interest  Period chosen by the Borrower which are offered
by four major banks in the London Interbank  Market at approximately  11:00 a.m.
London  time  as of the  first  day of the  Interest  Period  in  question.  The
principal London office of each of the four major London banks will be requested
to provide a quotation of its United States dollar  deposit  offered rate. If at
lease  two such  quotations  are  provided,  the rate for that  date will be the
arithmetic mean of the quotations.  If fewer than two quotations are provided as
requested,  the rate for that date will be  determined on the basis of the rates
quoted for loans in United States dollars to leading European banks for a period
of time closest to the maturity of the  Interest  Period  chosen by the Borrower
offered by major  banks in New York City at  approximately  11:00 a.m.  New York
City time as of the first day of the Interest  Period in question.  In the event
the Bank is unable to obtain any such  quotation as provided  above,  it will be
deemed  that a Libor  Rate  cannot  be  determined.  In the  event  the Board of
Governors of the Federal  Reserve System shall impose a reserve  percentage with
respect to Libor  deposits of the Bank,  then for any period  during  which such
reserve  percentage  shall  apply,  the Libor  Rate shall be equal to the amount
determined  above  divided  by an  amount  equal to one (1) minus  such  reserve
percentage.

Libor Fixed Rate - A per annum rate fixed at the Libor Rate,  plus three percent
(3.00%).  Upon  receipt  by the  Bank  of  the  Borrower's  internally  prepared
financial  statements for the period ending  September 30, 1995, which financial
statements must evidence Borrower's  compliance with all financial covenants set
forth in the Secured  Revolving  Line of Credit  Agreement,  the  interest  rate
chargeable  hereunder  shall decrease to two and  three-quarters  of one percent
(2.75%) above the Libor Rate. Upon receipt by the Bank of the Borrower's audited
financial  statements for the period ending  December 31, 1995,  which financial
statements must evidence Borrower's  compliance with all financial covenants set
forth in the Secured  Revolving  Line of Credit  Agreement,  the  interest  rate
chargeable  hereunder  shall decrease to two and one-half of one percent (2.50%)
above the Libor Rate.
<PAGE>
Maturity Date - April 30, 1996.

Secured  Revolving  Line of Credit  Agreement  - The Secured  Revolving  Line of
Credit  Agreement  executed by the Borrower and the Bank on October 2, 1992,  as
modified  by the  parties  pursuant  to the  terms of a Note and Line of  Credit
Agreement  Modification Agreement by and between the Borrower and the Bank dated
the  23rd  day of  March,  1994  and a  Letter  Agreement  dated  May  10,  1994
(collectively  the  "Modification  Agreement");  and as further  modified by the
parties  pursuant  to  the  terms  of  a  Note  and  Line  of  Credit  Agreement
Modification  Agreement No. 2 by and between the Borrower and the Bank dated the
20th day of March,  1995 (the  "Modification  Agreement  No. 2"); and as further
modified  by the  parties  pursuant  to the  terms of a Note and Line of  Credit
Modification  Agreement No. 3 by and between the Borrower and the Bank dated the
30th day of March,  1995 (the  "Modification  Agreement  No. 3"); and as further
modified  by the  parties  pursuant  to the  terms of a Note and Line of  Credit
Agreement  Modification Agreement No. 4 by and between the Borrower and the Bank
dated of even date herewith.

         The bank shall make  Advances to the  Borrower as the  Borrower my from
time to time request;  provided,  however, such Advances shall not exceed in the
aggregate  at any one time the  maximum  principal  amount of Two  Million  Five
Hundred Thousand Dollars ($2,500,000.00).  Interest on each Advance shall accrue
at the Libor Fixed Rate or the Floating  Rate,  as selected from time to time by
the Borrower. Upon requesting an Advance, the Borrower shall deliver to the Bank
a Request for Advance  specifying  the amount of the Advance,  an Interest  Rate
Election and an Interest Period for the Advance.  Each Request for Advance shall
be  irrevocable  upon its receipt by the Bank and shall be effective  the day of
such  receipt  if such day is a  business  day and if not,  the next  succeeding
business  day.  If an  Advance  is still  outstanding  at the end of a  selected
Interest  Period,  the  Borrower  shall  deliver  to the Bank an  Interest  Rate
Election Notice specifying the next successive  Interest Period and the Interest
Rate Election to apply to the Advance  during such Interest  Period.  No Request
for Advance shall be honored if an Event of Default has occurred.

         The Bank is hereby  authorized  to record on its  internal  records the
amount and date of each Advance and the amount and date of any repayment. Absent
manifest  error,  the  information  so recorded by the Bank shall be prima facie
evidence of the existence  and amounts of the  Borrower's  obligations  recorded
therein. As the Borrower makes repayments of principal, it shall be permitted to
reborrow,  up to the maximum amount available hereunder.  No Request for Advance
shall be honored after the Maturity Date.

         In the event the Borrower  fails to deliver an Interest  Rate  Election
Notice at the times set forth above,  interest shall accrue at the Floating Rate
until the Borrower  again makes an Interest  Rate  Election.  Once  chosen,  the
Interest Rate Election  shall remain in effect until  expiration of the selected
Interest Period.

         If an Event of Default has  occurred  and is  continuing,  the Borrower
shall not be permitted to make any Interest Rate  Election  unless and until the
Event of Default is cured,  and interest shall accrue at the Floating Rate after
the expiration of any Interest Period in effect at the time of the occurrence of
the Event of Default.

         Each Interest Rate Election shall become  effective on the first day of
the corresponding  Interest Period,  and shall remain in effect for the duration
of the Interest Period.
<PAGE>
         Interest and principal shall be paid as follows:

                  (a)  Interest  on the  outstanding  principal  amount  of each
         Advance  shall  accrue  from the date the  Advance is made and shall be
         payable monthly commencing October 1, 1995, and on the same day of each
         successive month during the term hereof;

                  (b) The entire  outstanding  principal  balance,  plus accrued
         interest, shall be paid in any event on the Maturity Date.

                  All  payments  made  hereunder  shall be applied  first to the
payment of late charges, if any, then to costs and expenses of the Bank, if any,
then to accrued interest to the date of payment and then to principal.

         In the event the Borrower  makes a prepayment  of all or any portion of
the  principal  of any  Advance,  a yield  maintenance  fee will be  assessed as
follows:

                  (a) If the  prepayment  is made while  interest is accruing at
         the Floating Rate on the portion being prepaid, there shall be no yield
         maintenance fee;

                  (b) If the prepayment is made at the expiration of an Interest
         Period  for  the  portion  being  prepaid,  there  shall  be  no  yield
         maintenance fee;

                  (c) If the  prepayment  is made during any Interest  Period in
         which the Libor Fixed Rate is being charged,  such prepayment  shall be
         subject  to the  Bank's  determination,  in its sole  discretion,  that
         current market  conditions can accommodate the prepayment  request.  If
         the Bank so determines  that the  prepayment  can be made, the Borrower
         shall pay to the Bank a yield  maintenance fee in an amount computed as
         follows: The latest published rate preceding the date of prepayment for
         United  States  Treasury  Notes or Bills (Bills on a  discounted  basis
         shall be converted  to a bond  equivalent)  as published  weekly in the
         Federal Reserve Statistical Release with a maturity date closest to the
         last day of the applicable Interest Period shall be subtracted from the
         Libor Fixed Rate in effect at the time of prepayment.  If the result is
         zero or a negative number,  there shall be no yield maintenance fee. If
         the result is a positive number, then the resulting percentage shall be
         multiplied by the amount being  prepaid.  The resulting  amount will be
         divided by 360 and  multiplied  by the number of days  remaining in the
         applicable  Interest  Period.  Said amount  shall be reduced to present
         value  calculated  by  using  the  number  of  days  remaining  in  the
         applicable Interest Period and using the above referenced United States
         Treasury or Bill rate and the number of days remaining in said Interest
         Period as of the date of prepayment.  The resulting amount shall be the
         yield maintenance fee due to the Bank upon the prepayment.

                  If by reason of an Event of Default the Bank elects to declare
         this Note to be immediately due and payable, then any yield maintenance
         fee with  respect to this Note shall become due and payable in the same
         manner as though the Borrower has exercised such right of prepayment.


         The Borrower  acknowledges  that this Note is secured,  in part, and is
subject to the provisions of the Secured Revolving Line of Credit Agreement.
<PAGE>
         In the event that any  payment  shall  become  overdue  for a period in
excess of ten (10) days, a "Late  Charge" of five cents  ($0.05) for each dollar
($1.00) so overdue will be charged by the Bank for the purpose of defraying  the
expense incident to handling such delinquent payment.

         Upon the occurrence of one or more events of default as provided below,
the entire disbursed and unpaid principal,  and the interest on this Note shall,
upon written  demand of the Bank,  become  immediately  due and payable  without
presentment  or protest or other  notice or demand,  all of which are  expressly
waived by the  Borrower.  Any one or more of the following  shall  constitute an
event of default ("Event of Default"):

                  (a) Upon the  failure of the  Borrower  to pay any part of the
         interest or principal on this Note when due and payable and continuance
         of such failure for ten (10) days;

                  (b) Any event of default  pursuant to the terms and conditions
         of the Secured  Revolving Line of Credit Agreement after the expiration
         of any grace periods, if applicable;

                  (c) Any event of default  pursuant to the terms and conditions
         of any other  loan by the Bank to the  Borrower  after  notice  and the
         expiration of any grace period, if applicable.

         The powers and remedies  given hereby and by the Loan  Agreement  shall
not be  exclusive of any other  powers and  remedies  available to the Bank.  No
course of dealings between the Borrower and the Bank and no delay on the part of
the Bank in  exercising  any rights with  respect to any Event of Default  shall
operate as a waiver of any  rights of the Bank.  Failure on the part of the Bank
to exercise any rights with respect to any Event of Default shall not operate as
a waiver of any rights with respect to any other Event of Default.  The Borrower
agrees to pay all costs and  expenses  incurred  by the Bank in  enforcing  this
Note,  including,  without  limitation,  reasonable  attorneys'  fees and  legal
expenses.

         If any  provisions of this Note or the  application of it to any person
or circumstance,  shall be invalid or unenforceable,  the remainder of this Note
or the application of those  provisions to persons or  circumstances  other than
those as to which it is held invalid or unenforceable, shall not be affected and
every other provision of this Note shall be valid and fully enforceable.

         This Note may not be waived,  changed,  modified or discharged  orally,
but  only  by  agreement  in  writing  signed  by the  party  against  whom  any
enforcement of any waiver, change, modification or discharge is sought.

         This Note and all rights of the Bank hereunder,  may be assigned by the
Bank without  notice to the  Borrower,  but this Note may not be assigned by the
Borrower.

         The purchaser,  assignee,  transferee, or pledgee of this Note shall be
entitled to all rights of the Bank  hereunder  as if said  purchaser,  assignee,
transferee, or pledgee were originally named in this Note.
<PAGE>
         IN WITNESS  WHEREOF,  the Borrower has duly  executed this Note the day
and year first above written.

                                              ENVIRONMENT-ONE CORPORATION

                                              BY: /s/ Angelo Dounoucos
                                                 -------------------------------
                                                  Angelo Dounoucos, President
                                                  and Chief Executive Officer


                                              By: /s/ Philip Welsh
                                                 -------------------------------
                                                  Philip Welsh,
                                                  Treasurer

STATE OF NEW YORK      )
                       ) ss.:
COUNTY OF Schenectady  )

         On this 18th day of October, 1995, before me personally appeared Angelo
Dounoucos,  to me known,  who being by me duly sworn, did depose and say that he
resides at 720 St.  Davids  Lane,  Schenectady,  New York 12309,  that he is the
President  and Chief  Executive  Officer  of  ENVIRONMENT-ONE  CORPORATION,  the
corporation  described in and which executed the above  instrument;  and that he
signed his name thereto by order of the Board of Directors of said corporation.

                                                              /s/ Carol J. Hicks
                                                              ------------------
                                                              Notary Public

                                                        CAROL J. HICKS          
                                               Notary Public, State of New York 
                                                         No. 5022470            
                                               Qualified in Schenectady County  
                                             Commission Expires January 10, 1996

STATE OF NEW YORK      )
                       ) ss.:
COUNTY OF Schenectady  )

         On this 18th day of October, 1995, before me personally appeared Philip
Welsh,  to me known,  who being by me duly  sworn,  did  depose  and say that he
resides at 13 Nottingham Way South, Clifton Park, New York 12065, that he is the
Treasurer of ENVIRONMENT-ONE CORPORATION, the corporation described in and which
executed the above  instrument;  and that he signed his name thereto by order of
the Board of Directors of said corporation.

                                                              /s/ Carol J. Hicks
                                                              ------------------
                                                              Notary Public

                                                        CAROL J. HICKS          
                                               Notary Public, State of New York 
                                                         No. 5022470            
                                               Qualified in Schenectady County  
                                             Commission Expires January 10, 1996