EXHIBIT 10.2

                      January 13, 2000 Loan Documents with
                               First Western Bank




<PAGE>


                                 PROMISSORY NOTE
<TABLE>
<CAPTION>
Principal       Loan Date    Maturity     Loan No.      Call    Collateral      Account      Officer      Initials
<S>             <C>          <C>          <C>           <C>     <C>             <C>          <C>          <C>

$1,000,000.00   01-13-2000   07-01-2005   1100097171    410     27                           205
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.

Borrower:   International Plastics and         Lender:  SKY BANK
            Equipment Corp.                             NEW CASTLE
            (TIN: 25-1754513)                           101 W. WASHINGTON STREET
            R.D. #3, Box #7-A, PO Box 5311              NEW CASTLE, PA  16101
            New Castle, PA 16105

--------------------------------------------------------------------------------

PRINCIPAL AMOUNT:  $1,000,000.00                 DATE OF NOTE:  JANUARY 13, 2000

PROMISE TO PAY. INTERNATIONAL PLASTICS AND EQUIPMENT CORP. ("BORROWER") PROMISES
TO PAY TO SKY BANK ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE UNITED STATES OF
AMERICA,  THE PRINCIPAL AMOUNT OF ONE MILLION & 00/100 DOLLARS  ($1,000,000.00),
TOGETHER  WITH INTEREST ON THE UNPAID  PRINCIPAL  BALANCE FROM JANUARY 13, 2000,
UNTIL PAID IN FULL.

PAYMENT.  SUBJECT TO ANY PAYMENT  CHANGES  RESULTING  FROM CHANGES IN THE INDEX,
BORROWER WILL PAY THIS LOAN IN ACCORDANCE WITH THE FOLLOWING PAYMENT SCHEDULE:

         6 CONSECUTIVE  MONTHLY INTEREST  PAYMENTS,  BEGINNING FEBRUARY 1,
         2000, WITH INTEREST  CALCULATED ON THE UNPAID PRINCIPAL  BALANCES
         AT AN  INTEREST  RATE OF 0.00  PERCENTAGE  POINTS  OVER THE INDEX
         DESCRIBED  BELOW; 59 CONSECUTIVE  MONTHLY  PRINCIPAL AND INTEREST
         PAYMENTS  IN THE INITIAL  AMOUNT OF  $20,521.07  EACH,  BEGINNING
         AUGUST 1, 2000, WITH INTEREST  CALCULATED ON THE UNPAID PRINCIPAL
         BALANCES AT AN INTEREST RATE OF 0.00  PERCENTAGE  POINTS OVER THE
         INDEX DESCRIBED  BELOW;  AND 1 PRINCIPAL AND INTEREST  PAYMENT IN
         THE INITIAL  AMOUNT OF $20,520.86 ON JULY 1, 2005,  WITH INTEREST
         CALCULATED ON THE UNPAID  PRINCIPAL  BALANCES AT AN INTEREST RATE
         OF 0.00 PERCENTAGE  POINTS OVER THE INDEX DESCRIBED  BELOW.  THIS
         ESTIMATED  FINAL  PAYMENT  IS  BASED ON THE  ASSUMPTION  THAT ALL
         PAYMENTS  WILL BE MADE  EXACTLY AS  SCHEDULED  AND THAT THE INDEX
         DOES  NOT  CHANGE;  THE  ACTUAL  FINAL  PAYMENT  WILL  BE FOR ALL
         PRINCIPAL  AND ACCRUED  INTEREST NOT YET PAID,  TOGETHER WITH ANY
         OTHER UNPAID AMOUNTS UNDER THIS NOTE.

Interest on this Note is computed on a 365/365 simple interest  basis;  that is,
by applying the ratio of the annual  interest  rate over the number of days in a
year, multiplied by the outstanding principal balance,  multiplied by the actual
number of days the principal balance is outstanding. Borrower will pay Lender at
Lender's  address  shown above or at such other place as Lender may designate in
writing. Unless otherwise agreed or required by applicable law, payments will be
applied first to accrued unpaid interest,  then to principal,  and any remaining
amount to any unpaid collection costs and late charges.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an independent  index which is the highest rate
of interest as published  daily in the "Money Rates"  section of the Wall Street
Journal as title "Prime Rate" (the "Index").  The Index is not  necessarily  the
lowest rate  charged by Lender on its loans.  If the Index  becomes  unavailable
during the term of this loan,  Lender may  designate  a  substitute  index after
notice to  Borrower.  Lender  will tell  Borrower  the  current  index rate upon
Borrower's  request.  Borrower  understands  that Lender may make loans based on
other  rates as well.  The  interest  rate change will not occur more often than
each month,  on the first  business  day of the month.  THE INDEX  CURRENTLY  IS
8.500%  PER  ANNUM.  THE  INTEREST  RATE OR RATES TO BE  APPLIED  TO THE  UNPAID
PRINCIPAL  BALANCE OF THIS NOTE WILL BE THE RATE OR RATES SET FORTH ABOVE IN THE
"PAYMENT" SECTION. NOTICE: Under no circumstances will the interest rate on this
Note be more than the maximum rate allowed by applicable law. Whenever increases
occur in the interest  rate,  Lender,  at its option,  may do one or more of the
following:  (a) increase  Borrower's payments to ensure Borrower's loan will pay
off by its original final maturity  date,  (b) increase  Borrower's  payments to
cover accruing interest, (c) increase the number of Borrower's payments, and (d)
continue  Borrower's  payments at the same amount and increase  Borrower's final
payment.

PREPAYMENT. Borrower may pay all or a portion of the amount owed earlier than it
is due. Early payments will not, unless agreed to by Lender in writing,  relieve
Borrower of Borrower's obligation to continue to make payments under the payment
schedule.  Rather,  they will reduce the principal balance due and may result in
Borrower making fewer payments.

LATE  CHARGE.  If a payment  is 10 DAYS OR MORE LATE,  Borrower  will be charged
5.000% OF THE REGULARLY SCHEDULED PAYMENT OR $7.50, WHICHEVER IS GREATER.

DEFAULT.  Borrower  will be in  default  if any of the  following  happens:  (a)
Borrower  fails to make any payment when due,  (b)  Borrower  breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement  related to this Note, or in any other  agreement or loan Borrower
has with Lender.  (c)  Borrower  defaults  under any loan,  extension of credit,
security  agreement,  purchase or sales agreement,  or any other  agreement,  in
favor of any  other  creditor  or  person  that  may  materially  affect  any of
Borrower's  property  or  Borrower's  ability  to  repay  this  Note or  perform
Borrower's obligations under this Note or any of the Related Documents.  (d) Any
representation  or  statement  made or  furnished  to Lender by  Borrower  or on
Borrower's  behalf is false or misleading in any material  respect either now or
at the time made or furnished.  (e) Borrower  becomes  insolvent,  a receiver is
appointed for any part of Borrower's property,  Borrower makes an assignment for
the benefit of creditors,  or any proceeding is commenced  either by Borrower or
against Borrower under any bankruptcy or insolvency laws. (f) Any creditor tries
to take any of Borrower's  property on or in which Lender has a lien or security
interest. This includes a garnishment of any of Borrower's accounts with Lender.
(g) Any  guarantor  dies or any of the other  events  described  in this default
section  occurs  with  respect to any  guarantor  of this  Note.  (h) A material
adverse change occurs in Borrower's financial condition,  or Lender believes the
prospect of payment or performance of the  indebtedness is impaired.  (i) Lender
in good faith deems itself insecure.

If any default,  other than a default in payment, is curable and if Borrower has
not been given a notice of a breach of the same  provision  of this Note  within
the preceding twelve (12) months,  it may be cured (and no event of default will
have occurred) if Borrower, after receiving written notice from Lender demanding
cure of such default:  (a) cures the default within fifteen (15) days; or (b) if
the cure requires more than fifteen (15) days, immediately initiates steps which
Lender deems in Lender's  sole  discretion  to be sufficient to cure the default
and  thereafter  continues  and  completes all  reasonable  and necessary  steps
sufficient to produce compliance as soon as reasonably practical.

LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required
by applicable law, declare the entire unpaid principal  balance on this Note and
all accrued  unpaid  interest  immediately  due, and then Borrower will pay that
amount. Upon default,  including failure to pay upon final maturity,  Lender, at
its option,  may also, if permitted under applicable law,  increase the variable
interest  rate on this Note to 18.000%  per annum.  The  interest  rate will not
exceed the maximum rate  permitted  by  applicable  law.  Lender may hire or pay
someone else to help collect this Note if Borrower  does not pay.  Borrower also
will pay  Lender  that  amount.  This  includes,  subject  to any  limits  under
applicable law, Lender's  attorneys' fees and Lender's legal expenses whether or
not  there is a  lawsuit,  including  attorneys'  fees and  legal  expenses  for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay
or injunction),  appeals, and any anticipated post-judgment collection services.
If not prohibited by applicable law,  Borrower also will pay any court costs, in
addition to all other sums provided by law. If judgment is entered in connection
with this Note,  interest will continue to accrue on this Note after judgment at
the interest rate applicable to this Note at the time judgment is entered.  THIS
NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE  COMMONWEALTH OF
PENNSYLVANIA. IF THERE IS A LAWSUIT, BORROWER AGREES UPON LENDER'S


<PAGE>



01-13-2000                     PROMISSORY NOTE                            PAGE 2
LOAN NO 1100097171               (CONTINUED)
================================================================================

REQUEST TO SUBMIT TO THE  JURISDICTION  OF THE COURTS OF  LAWRENCE  COUNTY,  THE
COMMONWEALTH OF PENNSYLVANIA.  LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY
JURY TRIAL IN ANY ACTION,  PROCEEDING,  OR COUNTERCLAIM BROUGHT BY EITHER LENDER
OR BORROWER  AGAINST THE OTHER.  THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.

DISHONORED  ITEM FEE.  Borrower  will pay a fee to Lender of $10.00 if  Borrower
makes a payment on Borrower's  loan and the check or  preauthorized  charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual  security interest in,
and hereby  assigns,  conveys,  delivers,  pledges,  and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's  accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts  held jointly with someone else and all accounts  Borrower may open
in the  future,  excluding  however  all IRA and Keogh  accounts,  and all trust
accounts for which the grant of a security  interst  would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on this Note against any and all such accounts, and, at
Lender's option, to administratively freeze all such accounts to allow Lender to
protect Lender's charge and setoff rights provided on this paragraph.

ADDITIONAL DEFAULT  PROVISIONS.  Borrowers will also be in default if any of the
following occurs:  Borrower fails,  within 30 days of request, to provide Lender
with copies of annual Federal Tax Returns,  Balance Sheet, Income Statement,  or
Personal Financial Statements, as applicable, as deemed necessary by Lender.

PURPOSE.  This  Loan  is for  the  purpose  of  purchasing  molds  to be used in
production.

DEPOSITORY.  Borrower  shall maintain its main  depository  accounts with Lender
during the term of this loan.

COLLATERAL.  This Loan is secured by a purchase money security interest in molds
being purchased of the Borrower as evidenced by a Commercial  Security Agreement
of even date herewith.

GENERAL  PROVISIONS.  Lender may delay or forgo  enforcing  any of its rights or
remedies under this Note without losing them.  Borrower and any other person who
signs,  guarantees or endorses this Note,  to the extent  allowed by law,  waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise  expressly stated in writing, no
party who signs this Note, whether as maker,  guarantor,  accommodation maker or
endorser,  shall be released from liability.  All such parties agree that Lender
may renew or  extend  (repeatedly  and for any  length of time)  this  loan,  or
release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Lender's security interest in the collateral;  and take any other action
deemed necessary by Lender without the consent of or notice to anyone.  All such
parties  also agree that Lender may modify  this loan  without the consent of or
notice to anyone other than the party with whom the modification is made. If any
portion of this Note is for any reason determined to be  unenforceable,  it will
not affect the enforceability of any other provisions of this Note.

CONFESSION OF JUDGMENT.  BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY
ATTORNEY  OR THE  PROTHONOTARY  OR CLERK OF ANY  COURT  IN THE  COMMONWEALTH  OF
PENNSYLVANIA,  OR ELSEWHERE,  TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT
UNDER THIS NOTE, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR
ENTER JUDGMENT AGAINST  BORROWER FOR THE ENTIRE PRINCIPAL  BALANCE OF THIS NOTE,
ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED
BY LENDER  RELATING TO ANY COLLATERAL  SECURING THIS NOTE TOGETHER WITH INTEREST
ON SUCH AMOUNTS,  TOGETHER WITH COSTS OF SUIT,  AND AN ATTORNEY'S  COMMISSION OF
TEN PERCENT  (10%) OF THE UNPAID  PRINCIPAL  BALANCE AND  ACCRUED  INTEREST  FOR
COLLECTION,  BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH
JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE  IMMEDIATELY;  AND FOR SO
DOING,  THIS  NOTE  OR A COPY  OF THIS  NOTE  VERIFIED  BY  AFFIDAVIT  SHALL  BE
SUFFICIENT  WARRANT.  THE  AUTHORITY  GRANTED IN THIS NOTE TO  CONFESS  JUDGMENT
AGAINST  BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY,  BUT
SHALL  CONTINUE  FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL
AMOUNTS DUE UNDER THIS NOTE.  BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE
TO NOTICE OR TO A HEARING IN  CONNECTION  WITH ANY SUCH  CONFESSION OF JUDGMENT,
EXCEPT ANY NOTICE AND/OR HEARING  REQUIRED UNDER  APPLICABLE LAW WITH RESPECT TO
EXECUTION OF THE  JUDGMENT,  AND STATES THAT EITHER A  REPRESENTATIVE  OF LENDER
SPECIFICALLY   CALLED  THIS  CONFESSION  OF  JUDGMENT  PROVISION  TO  BORROWER'S
ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL.

PRIOR TO SIGNING THIS NOTE,  BORROWER READ AND  UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE,  INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.

THIS NOTE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.

BORROWER:

International Plastics and Equipment Corp.

By:           COPY                                  (SEAL)
    ----------------------------------------
      Joseph Giordano, Jr., President

ATTEST:

    ----------------------------------------       (Corporate Seal)
     Secretary or Assistant Secretary

LENDER:

SKY BANK

By:
   -----------------------------------------
     Authorized Officer


================================================================================
Variable Rate.  Irregular.  LASER PRO, Reg. U.S. Pat. & T.M. Off., Ver. 3.26a(c)
2000 CFI  ProServices,  Inc.  All rights  reserved.  (PA-020  F3.26  INTERNA0.LN
CS.OVL)




<PAGE>

                                 PROMISSORY NOTE
<TABLE>
<CAPTION>

Principal      Loan Date   Maturity     Loan No.     Call   Collateral          Account      Officer      Initials
<S>            <C>         <C>          <C>          <C>    <C>                 <C>          <C>          <C>

$3,000,000.00  01-13-2000               1100097163   410    27                               205
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.

Borrower: International Plastics and          Lender:  SKY BANK
          Equipment Corp.                              NEW CASTLE
          (TIN: 25-1754513)                            101 E. WASHINGTON STREET
          R.D. #3, Box #7-A, PO Box 5311               NEW CASTLE, PA 16101
          New Castle, PA 16105

--------------------------------------------------------------------------------

<TABLE>
<S>                                       <C>                             <C>
PRINCIPAL AMOUNT: $3,000,000.00           INITIAL RATE: 8.500%            DATE OF NOTE: JANUARY 13, 2000
</TABLE>

PROMISE TO PAY. INTERNATIONAL PLASTICS AND EQUIPMENT CORP. ("BORROWER") PROMISES
TO PAY TO SKY BANK ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE UNITED STATES OF
AMERICA, THE PRINCIPAL AMOUNT OF THREE MILLION & 00/100 DOLLARS  ($3,000,000.00)
OR SO  MUCH  AS  MAY BE  OUTSTANDING,  TOGETHER  WITH  INTEREST  ON  THE  UNPAID
OUTSTANDING PRINCIPAL BALANCE OF EACH ADVANCE. INTEREST SHALL BE CALCULATED FROM
THE DATE OF EACH ADVANCE UNTIL REPAYMENT OF EACH ADVANCE.

PAYMENT.  BORROWER  WILL PAY THIS LOAN  IMMEDIATELY  UPON  LENDER'S  DEMAND.  IN
ADDITION,  BORROWER  WILL PAY REGULAR  MONTHLY  PAYMENTS  OF ALL ACCRUED  UNPAID
INTEREST  DUE AS OF EACH  PAYMENT  DATE,  BEGINNING  FEBRUARY 1, 2000,  WITH ALL
SUBSEQUENT INTEREST PAYMENTS TO BE DUE ON THE SAME DAY OF EACH MONTH AFTER THAT.
Interest on this Note is computed on a 365/365 simple interest  basis;  that is,
by applying the ratio of the annual  interest  rate over the number of days in a
year,  multiplied  by  the  outstanding  principal  balance,  multiplied  by the
outstanding  principal  balance,  multiplied  by the  actual  number of days the
principal  balance is outstanding.  Borrower will pay Lender at Lender's address
shown above or at such other place as Lender may  designate  in writing.  Unless
otherwise  agreed or required by applicable law,  payments will be applied first
to accrued unpaid interest,  then to principal,  and any remaining amount to any
unpaid collection costs and late charges.


VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an independent  index which is the highest rate
of interest as published  daily in the "Money Rates"  section of the Wall Street
Journal as title "Prime Rate" (the "Index").  The Index is not  necessarily  the
lowest rate  charged by Lender on its loans.  If the Index  becomes  unavailable
during the term of this loan,  Lender may  designate  a  substitute  index after
notice to  Borrower.  Lender  will tell  Borrower  the  current  index rate upon
Borrower's  request.  Borrower  understands  that Lender may make loans based on
other  rates as well.  The  interest  rate change will not occur more often than
each month,  on the first  business  day of the month.  THE INDEX  CURRENTLY  IS
8.500%  PER ANNUM.  THE  INTEREST  RATE TO BE  APPLIED  TO THE UNPAID  PRINCIPAL
BALANCE  OF THE NOTE  WILL BE AT A RATE  EQUAL  TO THE  INDEX,  RESULTING  IN AN
INITIAL  RATE OF 8.500%  PER  ANNUM.  NOTICE:  Under no  circumstances  will the
interest  rate on this Note be more than the maximum rate allowed by  applicable
law.

PREPAYMENT. Borrower may pay all or a portion of the amount owed earlier than it
is due. Early payments will not, unless agreed to by Lender in writing,  relieve
Borrower of Borrower's obligation to continue to make payments of accrued unpaid
interest. Rather, they will reduce the principal balance due.

LATE CHARGE. If a regularly  scheduled interest payment is 10 DAYS OR MORE LATE,
Borrower  will be charged  5.000% OF THE REGULARLY  SCHEDULED  PAYMENT OR $7.50,
WHICHEVER IS GREATER.  If Lender demands payment of this loan, and Borrower does
not pay the loan WITHIN 10 DAYS AFTER  LENDER'S  DEMAND,  BORROWER  ALSO WILL BE
CHARGED  EITHER 5.000% OF THE SUM OF THE UNPAID  PRINCIPAL  PLUS ACCRUED  UNPAID
INTEREST OR $7.50, WHICHEVER IS GREATER.

DEFAULT.  Borrower  will be in  default  if any of the  following  happens:  (a)
Borrower  fails to make any payment when due,  (b)  Borrower  breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement  related to this Note, or in any other  agreement or loan Borrower
has with Lender.  (c)  Borrower  defaults  under any loan,  extension of credit,
security  agreement,  purchase or sales agreement,  or any other  agreement,  in
favor of any  other  creditor  or  person  that  may  materially  affect  any of
Borrower's  property  or  Borrower's  ability  to  repay  this  Note or  perform
Borrower's obligations under this Note or any of the Related Documents.  (d) Any
representation  or  statement  made or  furnished  to Lender by  Borrower  or on
Borrower's  behalf is false or misleading in any material  respect either now or
at the time made or furnished.  (e) Borrower  becomes  insolvent,  a receiver is
appointed for any part of Borrower's property,  Borrower makes an assignment for
the benefit of creditors,  or any proceeding is commenced  either by Borrower or
against Borrower under any bankruptcy or insolvency laws. (f) Any creditor tries
to take any of Borrower's  property on or in which Lender has a lien or security
interest. This includes a garnishment of any of Borrower's accounts with Lender.
(g) Any  guarantor  dies or any of the other  events  described  in this default
section  occurs  with  respect to any  guarantor  of this  Note.  (h) A material
adverse change occurs in Borrower's financial condition,  or Lender believes the
prospect of payment or performance of the  indebtedness is impaired.  (i) Lender
in good faith deems itself insecure.

If any default,  other than a default in payment, is curable and if Borrower has
not been given a notice of a breach of the same  provision  of this Note  within
the preceding twelve (12) months,  it may be cured (and no event of default will
have occurred) if Borrower, after receiving written notice from Lender demanding
cure of such default:  (a) cures the default within fifteen (15) days; or (b) if
the cure requires more than fifteen (15) days, immediately initiates steps which
Lender deems in Lender's  sole  discretion  to be sufficient to cure the default
and  thereafter  continues  and  completes all  reasonable  and necessary  steps
sufficient to produce compliance as soon as reasonably practical.

LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required
by applicable law, declare the entire unpaid principal  balance on this Note and
all accrued  unpaid  interest  immediately  due, and then Borrower will pay that
amount. Upon default,  including failure to pay upon final maturity,  Lender, at
its option,  may also, if permitted under applicable law,  increase the variable
interest  rate on this Note to 18.000%  per annum.  The  interest  rate will not
exceed the maximum rate  permitted  by  applicable  law.  Lender may hire or pay
someone else to help collect this Note if Borrower  does not pay.  Borrower also
will pay  Lender  that  amount.  This  includes,  subject  to any  limits  under
applicable law, Lender's  attorneys' fees and Lender's legal expenses whether or
not  there is a  lawsuit,  including  attorneys'  fees and  legal  expenses  for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay
or injunction),  appeals, and any anticipated post-judgment collection services.
If not prohibited by applicable law,  Borrower also will pay any court costs, in
addition to all other sums provided by law. If judgment is entered in connection
with this Note,  interest will continue to accrue on this Note after judgment at
the interest rate applicable to this Note at the time judgment is entered.  THIS
NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE  COMMONWEALTH OF
PENNSYLVANIA.  IF THERE IS A LAWSUIT,  BORROWER AGREES UPON LENDER'S  REQUEST TO
SUBMIT TO THE JURISDICTION OF THE COURTS OF LAWRENCE COUNTY, THE COMMONWEALTH OF
PENNSYLVANIA.  LENDER AND  BORROWER  HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN
ANY ACTION,  PROCEEDING,  OR  COUNTERCLAIM  BROUGHT BY EITHER LENDER OR BORROWER
AGAINST THE OTHER.  THIS NOTE SHALL BE GOVERNED BY AND  CONSTRUED IN  ACCORDANCE
WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.

DISHONORED  ITEM FEE.  Borrower  will pay a fee to Lender of $10.00 if  Borrower
makes a payment on Borrower's  loan and the check or  preauthorized  charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual  security interest in,
and hereby  assigns,  conveys,  delivers,  pledges,  and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's  accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts  held jointly with someone else and all accounts  Borrower may open
in the  future,  excluding  however  all IRA and Keogh  accounts,  and all trust
accounts for which the grant of a security  interest would be prohibited by law.
Borrower authorizes Lender, to the extent



<PAGE>

01-13-2000                    PROMISSORY NOTE                             PAGE 2
LOAN NO. 1100097163             (CONTINUED)
--------------------------------------------------------------------------------

permitted  by  applicable  law,  to charge or setoff all sums owing on this Note
against any and all such accounts,  and, at Lender's option, to administratively
freeze all such accounts to allow Lender to protect  Lender's  charge and setoff
rights provided on this paragraph.

LINE OF CREDIT.  This Note evidences a revolving line of credit.  Advances under
this Note may be requested orally by Borrower or by an authorized person. Lender
may, but need not,  require that all oral requests be confirmed in writing.  All
communications,  instructions, or directions by telephone or otherwise to Lender
are to be  directed to Lender's  office  shown  above.  The  following  party or
parties are authorized to request advances under the line of credit until Lender
receives  from  Borrower  at Lender's  address  shown  above  written  notice of
revocation of their authority:  JOSEPH GIORDANO, JR., PRESIDENT;  AND CHARLES J.
LONG,  JR.,  SECRETARY/TREASURER.  Borrower  agrees  to be  liable  for all sums
either: (a) advanced in accordance with the instructions of an authorized person
or (b) credited to any of Borrower's  accounts with Lender. The unpaid principal
balance owing on this Note at any time may be evidenced by  endorsements on this
Note or by Lender's  internal  records,  including  daily  computer  print-outs.
Lender will have no obligation to advance funds under this Note if: (a) Borrower
or any  guarantor  is in default  under the terms of this Note or any  agreement
that Borrower or any guarantor has with Lender,  including any agreement made in
connection  with the signing of this Note; (b) Borrower or any guarantor  ceases
doing  business or is insolvent;  (c) any guarantor  seeks,  claims or otherwise
attempts to limit,  modify or revoke such guarantor's  guarantee of this Note or
any other loan with Lender;  (d) Borrower has applied funds provided pursuant to
this Note for purposes other than those  authorized by Lender;  or (e) Lender in
good faith deems itself insecure under this Note or any other agreement  between
Lender and Borrower.

ADDITIONAL DEFAULT  PROVISIONS.  Borrowers will also be in default if any of the
following occurs:  Borrower fails,  within 30 days of request, to provide Lender
with copies of annual Federal Tax Returns,  Balance Sheet, Income Statement,  or
Personal Financial Statements, as applicable, as deemed necessary by Lender.

PURPOSE.  This Loan is for the purpose of working capital.

DEPOSITORY.  Borrower  shall maintain its main  depository  accounts with Lender
during the term of this Loan.

AUTOMATIC  OVERDRAFT  PROTECTION.  Borrower wishes to combine Borrower's Line of
Credit,  No.  1100097163,  and Borrower's  general Demand Deposit  Account,  No.
4600772377,  4600772385,  4600772393 & 4600772407  with the automatic  overdraft
protection offered by Lender. The parties hereto,  intending to be legally bound
hereby  agree  that this  Promissory  Note  authorizes  Lender to  automatically
transfer to Borrower's transaction account from time to time funds sufficient to
keep the said  transaction  account from  becoming  overdrawn,  said transfer of
funds to be debited to Borrower's  Line of Credit.  In reguard to said transfer,
no  contract  need be made by Borrower  to Lender or by Lender to  Borrower,  it
being clearly  understood that any person authorized to withdraw funds either by
check or otherwise from Borrower's transaction account may generate the transfer
of funds which will be debited to Borrower's Line of Credit with Lender, if such
funds transfer is necessary to keep the said  transaction  account from becoming
overdrawn.  Anything herein  contained to the contrary  notwithstanding,  Lender
shall be under no obligation to transfer  funds if such transfer would raise the
aggregate  outstanding  balance under the Line of Credit Note beyond its maximum
credit limit.

COLLATERAL.  This Loan is secured by a secured  interest in  inventory,  chattel
paper, accounts,  equipment and general intangibles of the Borrower as evidenced
by a Commercial Security Agreement of even date herewith.

GENERAL  PROVISIONS.  This Note is payable on demand.  The inclusion of specific
default  provisions  or rights of Lender  shall not preclude  Lender's  right to
declare payment of this Note on its demand.  Lender may delay or forgo enforcing
any of its rights or remedies under this Note without losing them.  Borrower and
any other  person who signs,  guarantees  or endorses  this Note,  to the extent
allowed by law,  waive  presentment,  demand for payment,  protest and notice of
dishonor.  Upon any  change  in the terms of this  Note,  and  unless  otherwise
expressly  stated in  writing,  no party who signs this Note,  whether as maker,
guarantor,  accommodation  maker or endorser,  shall be released from liability.
All such parties agree that Lender may renew or extend  (repeatedly  and for any
length of time) this loan, or release any party or guarantor or  collateral;  or
impair,  fail to  realize  upon or perfect  Lender's  security  interest  in the
collateral;  and take any other action  deemed  necessary by Lender  without the
consent  of or notice to anyone.  All such  parties  also agree that  Lender may
modify this loan without the consent of or notice to anyone other than the party
with  whom the  modification  is made.  If any  portion  of this Note is for any
reason determined to be unenforceable,  it will not affect the enforceability of
any other provisions of this Note.

CONFESSION OF JUDGMENT.  BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY
ATTORNEY  OR THE  PROTHONOTARY  OR CLERK OF ANY  COURT  IN THE  COMMONWEALTH  OF
PENNSYLVANIA,  OR ELSEWHERE,  TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT
UNDER THIS NOTE, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR
ENTER JUDGMENT AGAINST  BORROWER FOR THE ENTIRE PRINCIPAL  BALANCE OF THIS NOTE,
ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED
BY LENDER  RELATING TO ANY COLLATERAL  SECURING THIS NOTE TOGETHER WITH INTEREST
ON SUCH AMOUNTS,  TOGETHER WITH COSTS OF SUIT,  AND AN ATTORNEY'S  COMMISSION OF
TEN PERCENT  (10%) OF THE UNPAID  PRINCIPAL  BALANCE AND  ACCRUED  INTEREST  FOR
COLLECTION,  BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH
JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE  IMMEDIATELY;  AND FOR SO
DOING,  THIS  NOTE  OR A COPY  OF THIS  NOTE  VERIFIED  BY  AFFIDAVIT  SHALL  BE
SUFFICIENT  WARRANT.  THE  AUTHORITY  GRANTED IN THIS NOTE TO  CONFESS  JUDGMENT
AGAINST  BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY,  BUT
SHALL  CONTINUE  FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL
AMOUNTS DUE UNDER THIS NOTE.  BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE
TO NOTICE OR TO A HEARING IN  CONNECTION  WITH ANY SUCH  CONFESSION OF JUDGMENT,
EXCEPT ANY NOTICE AND/OR HEARING  REQUIRED UNDER  APPLICABLE LAW WITH RESPECT TO
EXECUTION OF THE  JUDGMENT,  AND STATES THAT EITHER A  REPRESENTATIVE  OF LENDER
SPECIFICALLY   CALLED  THIS  CONFESSION  OF  JUDGMENT  PROVISION  TO  BORROWER'S
ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL.




<PAGE>

01-13-2000                    PROMISSORY NOTE                             PAGE 3
LOAN NO. 1100097163             (CONTINUED)
--------------------------------------------------------------------------------

PRIOR TO SIGNING THIS NOTE,  BORROWER READ AND  UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE,  INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.

THIS NOTE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.

BORROWER:

International Plastics and Equipment Corp.

By:            COPY                         (SEAL)
    -------------------------------------
      Joseph Giordano, Jr., President

ATTEST:

     ------------------------------------   (Corporate Seal)
     Secretary or Assistant Secretary

LENDER:

SKY BANK

By:
   --------------------------------------
     Authorized Officer


================================================================================
Variable  Rate.  Line of Credit.  LASER PRO, Reg. U.S.  Pat. & T.M.  Off.,  Ver.
3.26a(c)  2000  CFI  ProServices,   Inc.  All  rights  reserved.  (PA-D20  F3.26
INTERNAT.LN C8.OVL)




<PAGE>


               AMENDMENT TO PROMISSORY NOTE DATED JANUARY 13, 2000

THIS  AGREEMENT,  entered  into  this  4th day of  May,  2000,  by and  between,
International Plastics and Equipment Corp., hereinafter called "Borrower,"

                                       and

SKY BANK, hereinafter called "Lender."

WHEREAS,  Borrower  entered into a Promissory  Note  ("Note")  dated January 13,
2000, payable to Lender in connection with a loan from Lender to Borrower in the
original amount of $3,000,000.00; and

WHEREAS,  there  is  currently  a  balance  due on said  Note  of  approximately
$2,973,177.76; and

NOW  THEREFORE,  the parties  hereto,  intending to be legally bound hereby,  do
hereby agree to amend said Note to provide that from and after May 4, 2000,  the
original   amount  of  the  Note  shall  be  changed   from   $3,000,000.00   to
$3,500,000.00.

The parties also agree that in  consideration  for this amendment,  an amendment
fee of $0.00 shall be payable to Lender upon the execution of this amendment.

In all events,  the entire unpaid  balance shall be due and payable as set forth
in original Note.

Except as amended herein all other terms as set forth in the original  documents
shall remain in full force and effect.

                                        INTERNATIONAL PLASTICS & EQUIPMENT CORP.


ATTEST: /s/ Richard A. Baxter        By:   /s/  Joseph Giordano, Jr.
        ------------------------          -------------------------------------
                                           Joseph Giordano, Jr., President

                                        GUARANTORS:

WITNESS:  /s/ Richard A. Baxter
          ----------------------          -------------------------------------
                                           Arthur P. Poor


                                           /s/  Charles J. Long, Jr.
                                          -------------------------------------
                                           Charles J. Long, Jr.


                                           /s/ Joseph Giordano, Jr.
                                           ------------------------------------
                                            Joseph Giordano, Jr.


                                        SKY BANK

ATTEST:    /s/ Richard Daugherty        By:   /s/ John D. Kline
         --------------------------         -----------------------------------
                                             John D. Kline, Sr. Vice President


Loan No. 1100097163