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                                                                   EXHIBIT 10.18


PROMISSORY NOTE
(BASE RATE)

Borrower Name ANGELES METAL TRIM CO.
Borrower Address 4817 E. SHEILA STREET
         CITY OF COMERCE, CA 90040
Office  21092
Loan Number 0356540152 0080-00-0-001
Maturity Date December 15, 1998
Amount $4,000,000.00

Date  January 15, 1997    $4,000,000.00


FOR VALUE RECEIVED, on DECEMBER 15, 1998, the undersigned ("Debtor") promises
to pay to the order of UNION BANK OF CALIFORNIA, N.A.  ("Bank"), as indicated
below, the principal sum of FOUR MILLION AND NO/100 Dollars ($4,000,000.00) or
so much thereof as is disbursed, together with interest on the balance of such
principal from time to time outstanding, as per the annum rates and at the
times set forth below.

1.  INTEREST PAYMENTS.  Debtor shall pay interest on the 15TH day of each MONTH
(commencing FEBRUARY 15, 1997).  Should interest not be paid when due it shall
become part of the principal and bear interest as herein provided.  All
computations of interest under this note shall be made on the basis of a year
of 360 days. for actual days elapsed.

a.  BASE INTEREST RATE.  At Debtor's option, amounts outstanding hereunder in
increments of at least $10,000 shall bear interest at a rate to be selected by
Debtor which is 2.00% per annum in excess of Bank's Adjusted LIBOR-Rate for the
Interest Period so selected by Debtor.

Any Base Interest Rate selected by Debtor may not be changed, altered or
otherwise modified until the expiration of the Interest Period for which it was
selected.  The exercise of interest options by Debtor shall be as recorded in
Bank's records, which records shall be prima facie evidence of the amount
borrowed under either interest option and the interest rate; provided, however,
that failure of Bank to make any such notation in its records shall not
discharge Debtor from its obligations to repay in full with interest all
amounts borrowed. In no event shall any Interest Period extend beyond the
maturity date of this note.

To select a Base Interest Rate, Debtor may, from time to time with respect to
principal outstanding on which Base Interest Rate has not been selected and on
the expiration of any Interest Period with respect to principal outstanding on
which a Base Interest Rate has been selected, select a Base Interest Rate by
telephoning an authorized lending officer of Bank located at the banking office
identified below prior to 10:00 a.m., California time, on any






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Business Day and advising that officer of the Base Interest Rate, the Interest
Period and the Origination Date selected (which Origination Date, for a Base
Interest Rate Loan based on the Adjusted LIBOR-Rate, shall follow the date of
such election by no more than two (2) Business Days).

Bank will confirm the terms of the election in writing by mail to Debtor
promptly after the election is made.  Failure to send such confirmation shall
not affect Bank's rights to collect interest at the rate selected.  If, on the
date of the election, the Base Interest Rate selected is unavailable for any
reason, the selection shall be void.  Bank reserves the right to fund the
principal from any source of funds notwithstanding any Base Interest Rate
selected by Debtor.

b.  VARIABLE INTEREST RATE.  All principal outstanding hereunder which is not
bearing interest at a Base Interest Rate shall bear interest at a rate per
annum equal to the Reference Rate, which rate shall vary as and when the
Reference Rate changes.

At any time prior to the maturity of this note, subject to the provisions of
paragraph 4, below, of this note, Debtor may borrow, repay and reborrow hereon
so long as the total outstanding at any one time does not exceed the principal
amount of this note.  Debtor shall pay all amounts due under this note in
lawful money of the United States at Bank's SAN GABRIEL VALLEY COMMERCIAL
BANKING Office, or such other office as may be designated by Bank, from time to
time.

2.  LATE PAYMENTS.  If any payment required by the terms of this note shall
remain unpaid ten days after same is due, at the option of the Bank, Debtor
shall pay a fee of $100 to Bank.

3.  INTEREST RATE FOLLOWING DEFAULT.  In the event of default, at the option of
Bank, and, to the extent permitted by law, interest shall be payable on the
outstanding principal under this note at a per annum rate equal to five percent
(5%) in excess of the interest rate specified in paragraph 1. b. above of this
note, calculated from the date of default until all amounts payable under this
note are paid in full.

4.  PREPAYMENT.

a.  Amounts outstanding under this note bearing interest at a rate based on the
Reference Rate may be prepaid in whole or in part at any time, without penalty
or premium.  Amounts outstanding at a Base Interest Rate under this note may
only be prepaid, in whole or in part provided Bank has received not less than
five (5) Business Days prior written notice of an intention to make such
prepayment and Debtor pays a prepayment fee to Bank in an amount equal to:  (I)
the difference between (a) the Base Interest Rate applicable to the principal
amount which Debtor intends to prepay, and (b) the return which Bank could
obtain if it used the amount of such prepayment of principal to purchase at bid
price regularly quoted






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securities issued by the United States having a maturity date most closely
coinciding with the relevant Base Rate Maturity Date and such securities were
held by Bank until the relevant Base Rate Maturity Date ("Yield Rate");  (ii)
the above difference, if greater than zero, is multiplied by a fraction, the
numerator of which is the number of days in the period between the date of
prepayment and the relevant Base Rate Maturity Date and the denominator of
which is 360 days;  (iii) the above product is multiplied by the amount of
principal so prepaid (except in the event that principal payments are required
and have been made as scheduled under the terms of the Base Interest Rate Loan
being prepaid, then the amount multiplied in this section shall be the lesser
of the amount prepaid or 50% of the total of the amount prepaid and the amount
of principal scheduled under the terms of the Base Interest Rate Loan being
prepaid to be outstanding at the relevant Base Rate Maturity Date); and (iv)
the above product is then discounted to present value using the Yield Rate as
the annual discount factor.

b.  In no event shall Bank be obligated to make any payment or refund to
Debtor, nor shall Debtor be entitled to any setoff or other claim against Bank,
should the return which Bank could obtain under the above prepayment formula
exceed the interest that Bank would have received if no prepayment had
occurred.  All prepayments shall include payment of accrued interest on the
principal amount so prepaid and shall be applied to prepayment of interest
before application to principal.  A determination by Bank as to the prepayment
fee amount, if any, shall be conclusive.

c.  Such prepayment fee, if any, shall also be payable if prepayment occurs as
the result of the acceleration of the principal of this note by Bank because of
any default hereunder.  If, following such acceleration, all or any portion of
a Base Interest Rate Loan is satisfied, whether through sale of property
encumbered by a security agreement or other agreement securing this note, if
any, at a foreclosure sale held thereunder or through the tender of payment any
time following such acceleration, but prior to such a foreclosure sale, then
such satisfaction shall be deemed an evasion of the prepayment conditions set
forth above, and Bank shall, automatically and without notice or demand, be
entitled to receive, concurrently with such satisfaction the prepayment fee set
forth above, and the obligation to pay such prepayment fee shall be added to
the principal.  DEBTOR HEREBY ACKNOWLEDGES AND AGREES THAT BANK WOULD NOT LEND
TO DEBTOR THE LOAN EVIDENCED BY THIS NOTE WITHOUT DEBTOR'S AGREEMENT, AS SET
FORTH ABOVE, TO PAY BANK A PREPAYMENT FEE UPON THE SATISFACTION OF ALL OR ANY
PORTION OF THE PRINCIPAL BEARING INTEREST AT A BASE INTEREST RATE FOLLOWING THE
ACCELERATION OF THE MATURITY DATE HEREOF BY REASON OF A DEFAULT.  DEBTOR HAS
CAUSED THOSE PERSONS SIGNING THIS NOTE ON ITS BEHALF TO SEPARATELY INITIAL THE
AGREEMENT CONTAINED IN THIS PARAGRAPH BY PLACING THEIR INITIALS BELOW.

5.  DEFAULT AND ACCELERATION OF TIME FOR PAYMENT.  Default shall include, but
not be limited to, any of the following:  (a) the failure of Debtor to make
any payment






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required under this note when due; (b) any breach, misrepresentation or other
default by Debtor, any guarantor, co-maker, endorser, or any person or entity
other than Debtor providing security for this note (hereinafter individually
and collectively referred to as the "Obligor") under any security agreement,
guaranty or other agreement between Bank and any Obligor; (c) the insolvency
of any Obligor or the failure of any Obligor generally to pay such Obligor's
debts as such debts become due; (d) the commencement as to any Obligor of any
voluntary or involuntary proceeding under any laws relating to bankruptcy,
insolvency, reorganization, arrangement, debt adjustment or debtor relief; (e)
the assignment by any Obligor for the benefit of such Obligor's creditors, (f)
the appointment, or commencement of any proceeding for the appointment of a
receiver, trustee, custodian or similar official for all or substantially all
of any Obligor's property; (g) the commencement of any proceeding for the
dissolution or liquidation of any Obligor; (h) the termination of existence
or death of any Obligor;  (i) the revocation of any guaranty or subordination
agreement given in connection with this note; (j) the failure of any Obligor
to comply with any order, judgment, injunction, decree, writ or demand of any
court or other public authority;  (k)  the filing or recording against any
Obligor, or the property of any Obligor, of any notice of levy, notice to
withhold, or other legal process for taxes other than property taxes; (l) the
default by any Obligor personally liable for amounts owed hereunder on any
obligation concerning the borrowing of money; (m) the issuance against any
Obligor, or the property of any Obligor, of any writ of attachment, execution,
or other judicial lien; or (n) the deterioration of the financial condition of
any Obligor which results in the Bank deeming itself, in good faith, insecure.
Upon the occurrence of any such default, Bank, in its discretion, may cease to
advance funds hereunder and may declare all obligations under this note
immediately due and payable; however, upon the occurrence of an event of
default under d, e, f, or g, all principal and interest shall automatically
become immediately due and payable.

6.  ADDITIONAL AGREEMENTS OF DEBTOR.  If any amounts owing under this note are
not paid when due, Debtor promises to pay all costs and expenses, including
reasonable attorney's fees, incurred by Bank in the collection or enforcement
of this note.  Debtor and any endorsers of this note, for the maximum period of
time and the full extent permitted by law, (a) waive diligence, presentment,
demand, notice of nonpayment, protest, notice of protest, and notice of every
kind; (b) waive the right to assert the defense of any statute of limitations
to any debt or obligation hereunder; and (c) consent to renewals and extensions
of time for the payment of any amounts due under this note.  If this note is
signed by more than one party, the term "Debtor" includes each of the
undersigned and any successors in interest thereof; all of whose liability
shall be joint and several.  Any married person who signs this note agrees that
recourse may be had against the separate property of that person for any
obligations hereunder.  The receipt of any check or other item of payment by
Bank, at its option, shall not be considered a payment on account until such
check or other item of payment is honored when presented for payment at the
drawee bank.  Bank may delay the credit of such payment based upon Bank's
schedule of funds availability, and interest under this note shall accrue until
the funds are deemed collected.  In any action brought under or arising out of
this note, Debtor and any Obligor, including their successors or assigns,






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hereby consent to the jurisdiction of any competent court within the State of
California, as provided in any alternative dispute resolution agreement
executed between Debtor and Bank, and consent to service of process by any
means authorized by California law.  The term "Bank" includes, without
limitation, any holder of this note.  This note shall be construed in
accordance with and governed by the laws of the State of California.  This note
hereby incorporates any alternative dispute resolution agreement previously,
concurrently or hereafter executed between Debtor and Bank.

7.  DEFINITIONS.  As used herein, the following terms shall have the meanings
respectively set forth below:  "Adjusted LIBOR-Rate" shall mean the LIBOR Base
Rate as adjusted for the reserve requirements imposed on Bank from time to
time.  "Base Interest Rate" shall mean a rate of interest based on the adjusted
LIBOR-Rate.  "Base Interest Rate Loan" shall mean amounts outstanding under
this note that bear interest at a Base Interest Rate.  "Base Rate Maturity
Date" shall mean the last day of the Interest Period with respect to the
principal outstanding on which a Base Interest Rate has been selected by
Debtor. "Business Day" shall mean a day which is not a Saturday or Sunday on
which Bank is open for business in California and on which dealings in U.S.
dollar deposits outside of the United States may be carried on by Bank.
"Interest Period" shall mean any calendar period of one, three, six , nine or
twelve months.  In determining an Interest Period, a month means a period that
starts on one Business Day in a month and ends on and includes the day
preceding the numerically corresponding day in the next month.  For any month
in which there is no such numerically corresponding day, then as to that month,
such a day shall be deemed to be the last calendar day of such month.  Any
Interest Period which would otherwise end on a non-Business Say shall end on
the next succeeding Business Day unless that is the first day of a month, in
which event such Interest Period shall end on the next preceding Business Day.
"LIBOR Base Rate" shall mean for each Interest Period the rate per annum
(rounded upward, if necessary, to the nearest 1/100 of 1%) at which dollar
deposits, in immediately available funds and in lawful money of the United
States would be offered to Bank, outside of the United States, for term
coinciding with such Interest Period and for an amount equal to the amount of
principal covered by Debtor's interest rate election.  "Origination Date" shall
mean the Business Day on which funds are made available to Debtor relating to
Debtor's selection of a Base Interest Rate.  "Reference Rate" shall mean the
rate announced by Bank from time to time at its corporate headquarters at its
"Reference Rate."  The Reference Rate is an index rate determined by Bank from
time to time as a means of pricing certain extensions of credit and is neither
directly tied to any external rate of interest or index nor necessarily the
lowest rate of interest charged by Bank at any given time.

ANGELES METAL TRIM CO.

By  /s/Thompson H. Rogers
President

By  /s/Jeffrey R. Leach
Secretary