NOTE AND SECURED REVOLVING LINE OF
                  CREDIT AGREEMENT MODIFICATION AGREEMENT NO. 6



         THIS AGREEMENT, made this seventeenth day of June, 1997, by and between
FLEET BANK f/k/a FLEET BANK OF NEW YORK, a bank organized and existing under the
laws of the State of New York, and having its principal banking house located at
69  State  Street,  Albany,  New York  12201  (herein  called  the  "Bank")  and
ENVIRONMENT-ONE  CORPORATION, a New York corporation with its principal place of
business  at P.O.  Box 773,  2773  Balltown  Road,  Schenectady,  New York 12309
(herein called the "Borrower").


                              W I T N E S S E T H:

         WHEREAS,  the  Borrower  did execute and deliver to the Bank a Business
Purpose  Promissory  Note  (Demand - Line of Credit)  in the face  amount of Two
Million Five  Hundred  Thousand and no/100  Dollar  ($2,500,000.00)  dated as of
October 2, 1992 (herein called the "Prior Note"); and

         WHEREAS,  the Prior Note was subject to the terms and  conditions  of a
Secured  Revolving Line of Credit  Agreement also dated as of October 2, 1992 by
and between the Bank and the Borrower (the "Line of Credit Agreement"); and

         WHEREAS,  the Prior Note and the Line of Credit Agreement were 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

         WHEREAS,  the Prior Note and the Line of Credit  Agreement were 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

         WHEREAS,  the Prior Note and the Line of Credit  Agreement were further
modified  by the  parties  pursuant  to the  terms of a Note and Line of  Credit
Agreement  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

         WHEREAS,  the Prior Note and the Line of Credit  Agreement were 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  the 18th day of  October,  1995 (the  "Modification  Agreement  No.  4").
Pursuant  to the terms of  Modification  Agreement  No.  4, the  Prior  Note was
modified,  replaced and restated in its entirety by a Line of Credit Note in the
face amount of $2,500,000.00 dated October 18, 1995, executed by the Borrower in
favor of the Bank (the "Prior Note No. 2"); and

         WHEREAS,  the Prior  Note No. 2 and the Line of Credit  Agreement  were
further  modified  by the  parties  pursuant  to the terms of a Note and Line of
Credit  Agreement  Modification  Agreement No. 5 by and between the Borrower and
the Bank dated the 17th day of June, 1996 (the "Modification  Agreement No. 5");
and
<PAGE>

         WHEREAS,  the  Borrower and the Bank desire to further  modify  certain
terms  of the  Prior  Note  No. 2 and the  Line of  Credit  Agreement,  but only
pursuant to the terms and  conditions of this Note and Line of Credit  Agreement
Modification Agreement No. 6.

         NOW, THEREFORE,  in pursuance of said agreement and in consideration of
the mutual  promises,  covenants and agreements  herein contained and other good
and  valuable  consideration,  receipt of which is  acknowledged  by the parties
hereto, the Borrower and the Bank mutually agree and covenant as follows:

         1. The Prior Note No. 2 is hereby amended, modified and replaced in its
entirety by a new revolving line of credit note in the original principal amount
of Five Million and no/100  Dollars  ($5,000,000.00)  (hereinafter  the "Note"),
executed by the  Borrower  in favor of the Bank on even date.  A copy of the New
Note is attached hereto as Exhibit "A" and made a part hereof. All references in
the Line of Credit Agreement,  as previously modified,  to the Prior Note or the
Prior Note No. 2 are deemed to refer to the Note.

         2.  Paragraph  1(p) of the  Line of  Credit  Agreement,  as  previously
modified, is hereby modified to read in its entirety as follows:

         "(p) The Borrower  must maintain a minimum  "current  ratio" of 1.60 to
         1.00.  For the purposes of this  subparagraph,  minimum  current  ratio
         shall mean the ratio of the Borrower's current assets to the Borrower's
         current  liabilities as would be determined from the fiscal quarter and
         fiscal year end  financial  statements  of the Borrower  referenced  in
         subparagraph 1(m) above."

         3.  Paragraph  1(q) of the  Line of  Credit  Agreement,  as  previously
modified, is hereby modified to read in its entirety as follows:

         "During  the term of the Loan,  the  Borrower  must  maintain a minimum
         working  capital of at least Two  Million  Five  Hundred  Thousand  and
         no/100 Dollars ($2,500,000.00).  For the purposes of this subparagraph,
         working  capital  shall be defined  as the amount by which the  current
         assets of the Borrower exceed the current  liabilities of the Borrower,
         as would be determined from the fiscal year end financial statements of
         the Borrower referenced in subparagraph 1(m) above."

         4.  Paragraph  1(r) of the  Line of  Credit  Agreement,  as  previously
modified, is hereby modified to read in its entirety as follows:

         "During the term of the Loan,  the Borrower must maintain a minimum net
         worth (a/k/a Total  Shareholders'  Equity) of at least Five Million and
         no/100 Dollars ($5,000,000.00),  as would be shown on the quarterly and
         fiscal year end  financial  statements  of the Borrower  referenced  in
         Schedule  B  hereof.  Beginning  December  31,  1997 and on each of the
         Borrower's  fiscal  year  ends  thereafter  during  the  term  of  this
         Agreement, the Borrower's aforementioned minimum net worth (a/k/a Total
         Shareholders'   Equity)  requirement  will  increase  by  Five  Hundred
         Thousand and no/100  Dollars  ($500,000.00)  over the  previous  fiscal
         year's net worth.  For the  purposes  of this  subparagraph,  net worth
         (a/k/a  Total  Shareholders'  Equity)  shall  mean,  as of any  date of
         determination  thereof,  the sum of the  following  for the Borrower as
         would be  determined  (without  duplication)  on a balance sheet of the
         Borrower prepared in accordance with GAAP:
<PAGE>
                  (i) the amount of common stock, plus

                  (ii) the amount of additional paid-in capital, plus

                  (iii) the amount of surplus and  retained  earnings or, in the
case of a  surplus  or  retained  earnings  deficit,  minus  the  amount of such
deficit, less

                  (iv) the cost of common shares in Treasury."

         5.  Paragraph  1(t) of the  Line of  Credit  Agreement,  as  previously
modified, is hereby modified to read in its entirety as follows:

         "During the term of the Loan, the Borrower must maintain a minimum debt
         service  coverage  ratio of 1.75 to 1.00.  Debt service  coverage ratio
         shall  be  defined  as the  sum  of the  Borrower's  net  income,  plus
         depreciation,  plus amortization and interest less dividends divided by
         the sum of the  Borrower's  current  maturities  of long term debt plus
         interest  expense,  as would be  determined  from the  fiscal  year end
         financial  statements of the Borrower  referenced in subparagraph  1(m)
         above."

         6. The  requirements  that the  Borrower  submit to the Bank (i) a Loan
         Formula  Certificate  at the time of each advance  under the Note,  and
         (ii) quarterly backlog reports are hereby eliminated.

         7. All the other terms and conditions of the Line of Credit  Agreement,
as previously modified pursuant to the terms of the Modification Agreement,  the
Modification Agreement No. 2, the Modification Agreement No. 3, the Modification
Agreement No. 4 and the  Modification  Agreement No. 5, remain in full force and
effect, with the exception of the modifications set forth above.

         8. The Borrower  hereby  warrants and  covenants to the Bank that as of
the  date  of  this  Agreement,  there  are  no  disputes,  offsets,  claims  or
counterclaims  of any kind or nature  whatsoever under the Prior Note, the Prior
Note No. 2,the Note, the Line of Credit Agreement,  the Modification  Agreement,
the  Modification  Agreement  No.  2,  the  Modification  Agreement  No.  3, the
Modification  Agreement  No. 4, the  Modification  Agreement No. 5 or any of the
documents  executed in  connection  therewith  or  herewith  or the  obligations
represented or evidenced thereby or hereby.
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Note and Line
of Credit  Agreement  Modification  Agreement No. 6 as of the seventeenth day of
June, 1997.

FLEET BANK                                      ENVIRONMENT-ONE CORPORATION


By:/s/Kevin P. Harrigan                         By:    /s/Stephen V. Ardia
-----------------------                                --------------------
Kevin P. Harrigan,                              Name:  Stephen V. Ardia
Vice President                                  Title: Chariman, President, CEO



                                                By:    /s/Philip W. Welsh
                                                       ------------------
                                                Name:  Philip W. Welsh
                                                Title: Treasurer

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

         On this 17th day of June, 1997,  before me personally  appeared Stephen
V. Ardia,  to me known,  who being by me duly sworn,  did depose and say that he
resides at 3 West Lake Street,  Skanneteles,  NY 13152 that he is the  Chairman,
President & CEO 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/Kathleen M. Goble
                                                  --------------------
                                                  Kathleen M. Goble
                                                  Notary Public
<PAGE>


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

         On this 17th day of June, 1997, before me personally appeared Philip W.
Welsh,  to me known,  who being by me duly  sworn,  did  depose  and say that he
resides  at 13  Nottingham  Way  So.  Clifton  Park,  NY  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/Kathleen M. Goble
                                                  --------------------
                                                  Kathleen M. Goble
                                                  Notary Public




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

         On this 21st day of May, 1997,  before me personally  appeared Kevin P.
Harrigan,  to me known,  who being by me duly sworn,  did depose and say that he
resides  at 201  Autumn  Run,  Schenectady,  New York  12309,  that he is a Vice
President of FLEET BANK,  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/Oriana J. Farella
                                                  --------------------
                                                  Oriana J. Farella
                                                  Notary Public
<PAGE>
                                  EXHIBIT "A"


                          REVOLVING LINE OF CREDIT NOTE


Albany, New York
June 17, 1997                                                      $5,000,000.00


         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 (herein 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 FIVE
MILLION DOLLARS  ($5,000,000.00),  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.

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.

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 an Advance and indicates an
Interest Rate Election and an Interest Period for said Advance.

Libor  Fixed Rate - A per annum rate fixed at the Libor  Rate,  plus two percent
(2.00%).
<PAGE>
Libor Rate - A rate per annum  equal to the rate as  determined  on the basis of
the  offered  rates for  deposit in United  States  dollars for a period of time
closest to the  maturity of the Interest  Period  which  appears on the Telerate
page 3750 as of 11:00 a.m.  London time as of the day that is three Banking Days
preceding  the first day of the  Interest  Period  during  which  interest is to
accrue at the LIBOR Fixed Rate for a particular Loan Portion.  If such rate does
not appear on the Telerate  page,  the rate for that date will be  determined on
the basis of the  offered  rates for  deposits  in United  States  dollars for a
period of time comparable to the Interest Period which are offered by four major
banks in the London Interbank Market at approximately  11:00 a.m. London time as
of the day that is three  Banking Days  preceding  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 least 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 comparable to the Interest Period offered by
major banks in New York City at  approximately  11:00 a.m. New York City time as
of the day that is three  Banking Days  preceding  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 Eurodollar 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 up to one (1)
minus such reserve percentage.

Loan - The loan of up to $5,000,000.00 by the Bank to the Borrower.

Loan Portion - Each Advance of Loan proceeds by the Bank to the  Borrower,  each
of which Advances will be treated separately for purposes of computing interest.
Each such Advance shall accrue  interest at the LIBOR Fixed Rate or the Floating
Rate, as selected by the Borrower.

Maturity Date - April 29, 1998.

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
Agreement  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  October 18, 1995 (the  "Modification  Agreement  No. 4"); and as
further  modified  by the  parties  pursuant  to the terms of a Note and Line of
Credit  Agreement  Modification  Agreement No. 5 by and between the Borrower and
the Bank  dated June 17,  1996 (the  "Modification  Agreement  No.  5");  and as
further  modified  by the  parties  pursuant  to the terms of a Note and Line of
Credit  Agreement  Modification  Agreement No. 6 by and between the Borrower and
the Bank dated of even date herewith.
<PAGE>
         The Bank shall make  Advances to the  Borrower as the Borrower may from
time to time request or as provided for in that certain Target  Balance  Service
Agreement  between the Bank and the Borrower dated February 18, 1997;  provided,
however,  such  Advances  shall not exceed in the  aggregate at any one time the
maximum  principal amount of Five Million Dollars  ($5,000,000.00).  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 in the  case of a  Floating  Rate  Interest  Rate  Election,  shall be
effective  the day of such receipt if such day is a business day and if not, the
next  succeeding  business  day, and in the case of a Libor Fixed Rate  Interest
Rate  Election,  shall become  effective  three (3) business days after the Bank
receives said Request for Advance. 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 Loan Portion  during such  Interest
Period.  No Request  for  Advance  shall be  honored if an Event of Default  has
occurred.  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.

         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.

         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 Default Rate until
the  earlier of (i) the Event of  Default  is cured,  or (ii) this Note has been
paid in full.

         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  June 1, 1997, 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 accrued  interest to the date of payment,  then to costs and expenses
of the Bank, if any, then to late charges, if any 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:
<PAGE>

                  (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 current rate for United States Treasury securities (Bills
         on a discounted  basis shall be converted to a bond  equivalent) with a
         maturity date closest to the last day of the applicable Interest Period
         shall be  subtracted  from the "cost of funds"  component  of 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 above  referenced  United States Treasury
         security 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.

         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;
<PAGE>
                  (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 Secured  Revolving Line
of Credit  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.

         IN WITNESS  WHEREOF,  the Borrower has duly  executed this Note the day
and year first above written.

                                                 ENVIRONMENT-ONE CORPORATION

                                                 BY:    /s/Stephen Ardia
                                                        ----------------
                                                        Stephen Ardia, Chairman,
                                                        President and Chief
                                                        Executive Officer


                                                 By:    /s/Philip W. Welsh
                                                        ------------------
                                                        Philip W. Welsh,
                                                        Treasurer
<PAGE>



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

         On this 17th day of June, 1997,  before me personally  appeared Stephen
Ardia,  to me known,  who being by me duly  sworn,  did  depose  and say that he
resides at 3 West Lake Street,  Skanaeteles,  NY 13152, that he is the Chairman,
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/Kathleen M. Goble
                                                            --------------------
                                                            Kathleen M. Goble
                                                            Notary Public



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

         On this 17th day of June, 1997, before me personally appeared Philip W.
Welsh,  to me known,  who being by me duly  sworn,  did  depose  and say that he
resides  at 13  Nottingham  Way  So.  Clifton  Park,  NY  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/Kathleen M. Goble
                                                  --------------------
                                                  Kathleen M. Goble
                                                  Notary Public