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                                                                   EXHIBIT 10.2



[LOGO]

                                 PROMISSORY NOTE

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<S>             <C>          <C>          <C>        <C>    <C>          <C>           <C>       <C>
   PRINCIPAL     LOAN DATE   MATURITY     LOAN NO.   CALL   COLLATERAL    ACCOUNT      OFFICER   INITIALS
$12,000,000.00  02-13-1996    07-25-1996   798-75              365       3208662005    44166
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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.
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<S>                              <C>
BORROWER: GEOGRAPHICS, INC.      LENDER: U.S. BANK OF WASHINGTON, NATIONAL ASSOCIATION
          1555 ODELL ROAD                NORTH CASCADES/OLYMPIC BUSINESS BANKING TEAM
          BLAINE, WA 98231               C/O 1420 5TH AVE.
                                         WWH 470
                                         SEATTLE, WA 98101
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PRINCIPAL AMOUNT: $12,000,000.00                DATE OF NOTE: FEBRUARY 13, 1996

PROMISE TO PAY, GEOGRAPHICS, INC. ("Borrower") PROMISES TO PAY TO U.S. BANK 
OF WASHINGTON, NATIONAL ASSOCIATION ("Lender"), or order, in lawful money of 
the United States of America, the principal amount of Twelve Million & 00/100 
dollars ($12,000,000.00) 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 on demand, or if no demand is made, in 
one payment of all outstanding principal plus all accrued unpaid interest on 
July 25, 1996. In addition, Borrower will pay regular monthly payments of 
accrued unpaid interest beginning March 10, 1996, and all subsequent interest 
payments are due on the same day of each month after that. Interest on this 
Note is computed on a 365/360 simple interest basis; that is, by applying the 
ratio of the annual interest rate over a year of 360 days, 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.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change 
from time to time based on changes in an index which is the LENDER'S PRIME 
RATE. THIS IS THE RATE OF INTEREST WHICH LENDER FROM TIME TO TIME ESTABLISHES 
AS ITS PRIME RATE AND IS NOT, FOR EXAMPLE, THE LOWEST RATE OF INTEREST WHICH 
LENDER COLLECTS FROM ANY BORROWER OR CLASS OF BORROWERS (the "Index"). The 
interest rate shall be adjusted without notice effective on the day Bank's 
prime rate changes. 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 DAY. THE INTEREST RATE TO BE APPLIED TO THE UNPAID PRINCIPAL BALANCE OF 
THIS NOTE WILL BE A RATE EQUAL TO THE INDEX. NOTICE: Under no circumstances 
will the interest rate on this Note be more than the maximum rate allowed by 
applicable law.

PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance 
charges are earned fully as of the date of the loan and will not be subject 
to refund upon early payment (whether voluntary or as a result of default), 
except as otherwise required by law. Except for the foregoing, Borrower may 
pay without penalty 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.

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 perform promptly at the 
time and strictly in the manner provided in this Note or any agreement 
related to this Note, or in any other agreement or loan Borrower has with 
Lender, (c) Any representation or statement made or furnished to Lender by 
Borrower or on Borrower's behalf is false or misleading in any material 
respect, (d) 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, (e) Borrower is in default 
under any other note, security agreement, lease agreement or lease schedule, 
loan agreement or other agreement, whether now existing or hereafter made, 
between Borrower and U.S. Bancorp or any direct or indirect subsidiary of 
U.S. Bancorp, (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 of the events described in 
this default section occurs with respect to any guarantor of this note, (h) 
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 declare the entire unpaid principal 
balance on this Note and all accrued unpaid interest immediately due, without 
notice, 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 5.000 
percentage points over the Index. 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. This Note has 
been delivered to Lender and accepted by Lender in the State of Washington. 
If there is a lawsuit, Borrower agrees upon Lender's request to submit to the 
jurisdiction of the courts of King County, the State of Washington. Subject 
to the provisions on arbitration, this Note shall be governed by and 
construed in accordance with the laws of the State of Washington.

RIGHT OF SETOFF. Borrower grants to Lender a contractual possessory security 
interest in, and hereby assigns, conveys, delivers, pledges, and transfers to 
Lender all Borrower's right, title and interest in an 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, Keogh, 
and trust accounts. 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.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances 
under this Note may be requested either orally or in writing 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



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02-13-1996                      PROMISSORY NOTE                           PAGE 2
LOAN NO 798-75                   (CONTINUED)
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authority: R.S. DEANS, CEO; TERRY A. FIFE, VP FINANCE/SECRETARY; R. SCOTT 
DEANS, VP OPERATIONS; AND MARK G. DEANS, VP MARKETING. 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.

ARBITRATION. LENDER AND BORROWER AGREE THAT ALL DISPUTES AND CONTROVERSIES 
BETWEEN THEM, WHETHER INDIVIDUAL, JOINT, OR CLASS IN NATURE, ARISING FROM 
THIS NOTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION CONTRACT AND TORT 
DISPUTES, SHALL BE ARBITRATED PURSUANT TO THE RULES OF THE AMERICAN 
ARBITRATION ASSOCIATION, UPON REQUEST OF EITHER PARTY. No act to take or 
dispose of any collateral securing this Note shall constitute a waiver of this 
arbitration agreement or be prohibited by this arbitration agreement. This 
includes, without limitation, obtaining injunctive relief or a temporary 
restraining order; invoking a power of sale under any deed of trust or 
mortgage; obtaining a writ of attachment or imposition of a receiver; or 
exercising any rights relating to personal property, including taking or 
disposing of such property with or without judicial process pursuant to 
Article 9 of the Uniform Commercial Code. Any disputes, claims, or 
controversies concerning the lawfulness or reasonableness of any act, or 
exercise of any right, concerning any collateral securing this Note, including 
any claim to rescind, reform, or otherwise modify any agreement relating to 
the collateral securing this Note, shall also be arbitrated, provided 
however that no arbitrator shall have the right or the power to enjoin or 
restrain any act of any party. Judgment upon any award rendered by any 
arbitrator may be entered in any court having jurisdiction. Nothing in this 
Note shall preclude any party from seeking equitable relief from a court of 
competent jurisdiction. The statute of limitations, estoppel, waiver, laches, 
and similar doctrines which would otherwise be applicable in an action 
brought by a party shall be applicable in any arbitration proceeding, and the 
commencement of an arbitration proceeding shall be deemed the commencement of 
an action for these purposes. The Federal Arbitration Act shall apply to the 
construction, interpretation, and enforcement of this arbitration provision.

PAYMENT BY AUTOMATIC DEDUCTION. Borrower hereby authorizes Lender to 
automatically deduct the amount of all principal and/or interest payments on 
this Note from Borrower's account number 1777-254457 with Lender or such other 
account as Borrower may designate in writing. If there are insufficient funds 
in the account to pay the automatic deduction in full, Lender may allow the 
account to become overdrawn, or Lender may reverse the automatic deduction. 
Borrower will pay all fees on the account which result from the automatic 
deductions, including any overdraft/NSF charges. If for any reason Lender 
does not charge the account for a payment, or if an automatic payment is 
reversed, the payment is still due according to this Note. If the account is 
a Money Market Account, the number of withdrawals from that account is 
limited as set out in the account agreement. Lender may cancel the automatic 
deduction at any time in its discretion.

LATE CHARGE. If a payment is 15 days or more past due, borrower will be 
charged a late charge of 5% of the delinquent payment.

STATUTE OF FRAUDS DISCLOSURE. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN 
MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE 
NOT ENFORCEABLE UNDER WASHINGTON LAW.

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.

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.

BORROWER:

GEOGRAPHICS, INC.

  /s/ Ronald S. Deans
  -------------------------------------------
   CEO

LENDER:

U.S. BANK OF WASHINGTON, NATIONAL ASSOCIATION

By: /s/ Don Zimmerman
    ------------------------------------------
    Vice President

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