Exhibit 10.19


THIS  INSTRUMENT IS SUBORDINATE  TO CERTAIN  SENIOR  OBLIGATIONS OF THE MAKER TO
BANK ONE INDIANA,  NATIONAL ASSOCIATION AND SUBJECT TO A SUBORDINATION AGREEMENT
EXECUTED BY THE HOLDER IN FAVOR OF BANK ONE INDIANA, NATIONAL ASSOCIATION,

                      SUBORDINATED SECURED PROMISSORY NOTE

$1,750,000.00                                                 December 29, 2000

     FOR VALUE RECEIVED,  on or before December 28, 2005, the undersigned,  USRR
Acquisition Corp., an Indiana corporation ("Maker"), having its executive office
and principal place of business at 2000 Rubberway Road,  Vicksburg,  Mississippi
39182, hereby promises to pay to SerVaas, Inc. an Indiana corporation ("Holder")
the principal sum of One Million Seven Hundred Fifty Thousand and no/l00 Dollars
($1,750,000.00) and to pay interest thereon as set forth herein.

     This Subordinated  Secured  Promissory Note ("this Note") is given by Maker
as part of the purchase  money  consideration  paid for the purchase of Holder's
shares in U.S. Rubber Reclaiming,  Inc., as more fully set forth in that certain
Stock  Purchase  Agreement  of this date,  with  Maker as "Buyer"  and Holder as
"Seller," and Maker  acknowledges  the receipt,  adequacy and sufficiency of the
consideration given for this Note.  Repayment of this Note is secured by a Stock
Pledge Agreement given by Obsidian Capital  Partners,  LP ("OCP"),  Maker's sole
shareholder, as is more fully set forth below.

1.   Payment of Principal and Interest.

     1.1  From the date of this Note until  maturity,  Holder shall make monthly
          payments  of  interest  on  the  outstanding  principal  balance.  The
          principal  balance of this Note outstanding from time to time, and all
          interest  accrued  thereon,  shall bear  interest  at a rate per annum
          equal to fourteen percent (14%) from the date of this Note until March
          31, 2001 and at a rate of twenty percent (20%) thereafter  through the
          Maturity Date ("Interest Rate").

     1.2  Interest shall be first due and payable on February 1, 2001 and on the
          first day of each month thereafter.

     1.3  The outstanding principal balance of this Note, together with all then
          accrued and unpaid  interest,  shall be due and payable in full on the
          Maturity Date.

     1.4  If the date for the  payment  of any  amount  payable  under this Note
          falls due on a Saturday,  Sunday or public  holiday  under the laws of
          the United  States of America  or the State of  Indiana,  the time for
          payment  of such  amount  shall be  extended  to the  next  succeeding
          business  day and  interest  at the  Interest  Rate shall  continue to
          accrue on any principal  amount so effected until the payment  thereof
          on such extended due date.

     1.5  All payments hereunder shall be paid ,in immediately  available United
          States  funds,  without  setoff  or  counterclaim,  to  Holder at 1000
          Waterway Boulevard,  Indianapolis, IN 46202, or to such other location
          as Holder may direct in writing.

     1.6  If any  installment  of interest due under this Note prior to maturity
          is not paid in full when due, then the Maker may assess a late payment
          fee in an  amount  equal  to the  greater  of  $25.00  per day or five
          percent (5%) of the amount past due up to a maximum of  $1,500.00  per
          late charge.  The failure of Holder to assess a late payment fee shall
          not be  construed  as a waiver by  Holder of its right to assess  late
          payment fees thereafter.

     1.7  If any  payment  applied  by Holder to this Note is  subsequently  set
          aside,  recovered,  rescinded or otherwise  required to be returned by
          Holder for any reason (pursuant to bankruptcy proceedings,  fraudulent
          conveyance statutes, or otherwise),  this Note shall be deemed to have
          continued in existence, notwithstanding the application, and this Note
          shall be  enforceable  as to the amount of such payment as fully as if
          Holder had not received and applied the payment.

2.   Prepayment. Maker may, at any time and from time to time, prepay all or any
     part of the principal amount of this Note then  outstanding,  together with
     all accrued  interest  owing with respect to such prepaid  amount,  without
     premium or penalty,  and provided further that all such  prepayments  shall
     first be applied to any accrued  interest owing and outstanding and then to
     the principal outstanding.

3.   Subordination.  Maker covenants and agrees,  and Holder,  by its acceptance
     hereof,  covenants and agrees for itself, its successors and assigns,  that
     the indebtedness  evidenced by this Note is subordinate in right of payment
     and action to all  obligations  of Maker to certain  Senior  Obligations of
     Maker to Bank One Indiana,  National Association,  to the extent and in the
     manner  set  forth in that  certain  Subordination  Agreement  of even date
     herewith,  as same may be  amended  from time to time  (the  "Subordination
     Agreement").

4.   Events of Default.  The  occurrence  of any of the  following  events shall
     constitute an "Event of Default" hereunder:

     4.1  Maker fails to pay any  installment  of interest or  principal on this
          Note when due, or  defaults in other  commitments  or  obligations  of
          Maker to Holder,  as and when the same  becomes due and  payable,  and
          said default is not cured within three (3) business days after receipt
          of written notice from Holder to Maker to cure such default.

     4.2. OCP's  default  in the  observance  or  performance  of any  covenant,
          condition or  agreement on its part to be observed or performed  under
          the Stock Pledge  Agreement and the  continuance of such default for a
          period of three (3) business  days after written  notice  thereof from
          Holder to OCP.

5.   Remedies Upon an Event of Default.  Subject to the terms and  conditions of
     the   Subordination   Agreement,   upon  the   occurrence  and  during  the
     continuation of an Event of Default, Holder shall have the right to declare
     in a writing  delivered to Maker in  accordance  that the  principal of and
     accrued unpaid  interest on this Note shall be immediately  due and payable
     to Holder without presentment,  demand,  protest, notice of protest, notice
     of  nonpayment,  dishonor  or other  notice of any  kind,  all of which are
     hereby expressly waived.

6.   Suits for Enforcement and Remedies.  Subject to the terms and conditions of
     the  Subordination  Agreement,  if any one or more Events of Default  shall
     occur and be  continuing,  Holder may  proceed to (a)  protect  and enforce
     Holder's  rights  either by suit in  equity  or by action at law,  or both,
     whether  for  the  specific  performance  of  any  covenant,  condition  or
     agreement  contained in this Note or in any agreement or document  referred
     to herein or in aid of the exercise of any power granted in this Note or in
     any  agreement or document  referred to herein,  (b) enforce the payment of
     this Note, (c) proceed to exercise the rights granted to it pursuant to the
     Stock Pledge  Agreement,  or (d) enforce any other legal or equitable right
     available  to  it.  Maker  shall  pay  all  of  Holder's  costs,  including
     attorney's fees, incurred in collecting any payment due under this Note.

7.   Security for Note. Maker's  obligations  hereunder are secured by a certain
     Stock Pledge  Agreement of even date herewith,  between Holder and Obsidian
     Capital Partners, L. P., an Indiana limited partnership ("OCP") wherein OCP
     has  pledged to Holder all of the  capital  stock of Maker  owned by OCP to
     secure Maker's obligations hereunder until such time as the Note is paid in
     frill.

8.   Waivers. Maker waives demand,  presentment,  notice of dishonor and protest
     and consents to any extension or  postponement  of the time for payment and
     any renewal of this Note or  indulgences  granted by Holder with respect to
     enforcement of its terms.  Maker hereby waives all rights under any statute
     of  limitations  and any other  formality in connection  with this Note. No
     delay on the part of Holder in the  exercise  of any right or remedy  shall
     operate as a waiver.  No single or partial  exercise by Holder of any right
     or remedy shall preclude any other future  exercise of that right or remedy
     or the exercise of any other right or remedy. Acceptance of partial or late
     payments  owing on this Note at all  times  shall not be deemed a waiver of
     any default.  All amounts  payable under this Note shall be payable without
     relief from valuation and appraisement laws.

9.   Miscellaneous.

     9.1. All notices  required or permitted to be given  hereunder  shall be in
          writing  and shall be deemed to have been duly given  when  personally
          delivered  or sent by  registered  or certified  mail (return  receipt
          requested,  postage  prepaid),  facsimile  transmission  or  overnight
          courier to the address of the  intended  recipient as set forth in the
          preamble  of this  Note  or at  such  other  address  as the  intended
          recipient  shall  have  hereafter  given  to the  other  party  hereto
          pursuant to the provisions of this Note.

     9.2  The person signing this Note on behalf of the Maker warrants to Holder
          that he is duly and properly authorized to execute this Note.

     9.3  If any provision hereof shall be declared invalid or illegal, it shall
          be  ineffective  to the  extent  of such  prohibition  or  invalidity,
          without  invalidating  the remainder of the provision or the remaining
          provisions of this Note.

     9.4  This Note and the  obligations of Maker and the rights of Holder shall
          be governed by and construed in accordance  with the laws of the State
          of Indiana without regard to principles of conflict of laws.

This Note is executed and delivered to Maker at Indianapolis, Indiana.

USRR Acquisition Corp.
"Maker"


By:      _________________________
         Christopher Caniff, Secretary