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                                PROMISSORY NOTE


$306,000.00                                       August 19, 1988

                                   Brimfield, Massachusetts

     FOR VALUE RECEIVED, BRIMFIELD PRECISION, INC., a Massachusetts,
corporation with a principal place of business at Mill Lane Road, Brimfield,
Massachusetts (the "Borrower"), promises to pay to PASQUALINA LYONS (the
"Lender"), or order, at the Lender's residence at Lake Shore Drive, West
Brookfield, Massachusetts, the principal sum of THREE HUNDRED SIX THOUSAND AND
00/100 DOLLARS ($306,000.00) in lawful money of the United States of America,
with interest from the date hereof on the unpaid balance at the rate and in the
manner hereafter provided.

     The unpaid principal of this Note from time to time outstanding shall bear
interest at a rate per annum equal to two percent (2.00%) above the Corporate
Base Rate of interest (or successor rate if the term "Corporate Base Rate" is
no longer used), established from time to time by Shawmut Worcester County
Bank, N.A. or its successor, such interest rate to be adjusted on each
anniversary date of this Note.

     Interest shall be payable monthly beginning January 1, 1989 and continuing
on the same day of each succeeding month.  Principal shall be payable in equal
monthly installments of One Thousand Two Hundred Seventy-Five Dollars
($1,275.00), beginning January 1, 1989 and continuing on the same day of each
succeeding month.  Borrower shall pay an additional principal payment in the
amount of One Hundred Fourteen Thousand Seven Hundred Fifty and 00/100 Dollars
($l14,750.00) five (5) years from the date hereof.  Any remaining indebtedness
evidenced by this Note, if not sooner paid, shall be due and payable ten (10)
years from the date hereof.

     The borrower shall have the privilege of prepaying all or, in multiples of
$1,000.00, any part of the unpaid principal balance at any time without
premium.

     Each payment made hereunder shall be applied first to interest then due on
the unpaid  balance of principal and then to principal.  Whenever any
installment of principal or interest due under this Note shall not be paid
within ten (10) days of its due date, the Borrower shall pay in addition
thereto as a late charge five percent (5%) of the amount of such installment.

     If at any time while this Note is outstanding, any one or more of the
following events of default shall occur:

(a)  a default in the performance or observance of any agreements
     contained in this Note;

(b)  a default in the prompt payment of any sum at any time due under this
     Note;

(c)  a default in the prompt payment of any other indebtedness at any time
     due to the Lender from the Borrower;

(d)  bankruptcy or insolvency of the Borrower or any guarantor, endorser
     or other person now or hereafter liable for the payment of any
     indebtedness evidenced by this Note;

then in any such event the Lender may, at its option, without notice or demand,
declare the principal and all interest then accrued under this Note to be
immediately due and payable without presentment, demand, protest or other
notice of dishonor of any kind, all of which are hereby expressly waived.  No
course of dealing or delay in accelerating the maturity of this Note or in
taking any other action with respect to any event of default shall affect

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rights later to take such action with respect thereto and no waiver as to any
one default shall affect rights as to any other default.

     Each borrower guarantor, endorser or other person now or hereafter liable
to the payment of any of the indebtedness evidenced by this Note, severally
agrees, by making, guaranteeing or endorsing this Note or by making any
agreement to pay any of the indebtedness evidenced by this Note, to waive
presentment for payment, protest and demand, notice of protest, demand and of
dishonor and nonpayment of this Note, and consents, on one or more occasions,
without notice or further assents (a) to the acceptance or release by the
holder or holders hereof at any time of any collateral or security for or other
guarantors of this Note, (b) to the modification or amendment at any time and
from time to time, of this Note (c) to the granting by the holder hereof of any
extension of the time for payment of this Note or for the performance of the
agreements, covenants and conditions contained in this Note at the request of
any person liable hereon, and (d) to any and all forbearances and indulgences
whatsoever.  Such consent shall not alter nor diminish the liability of any
person.

     The Borrower agrees to pay all reasonable expenses or costs, including
attorney's fees and costs of collection, which may be incurred by the holder
hereof in connection with the enforcement of any obligations hereunder or
representation with respect to bankruptcy or insolvency proceedings.


Executed as a sealed instrument as of the date first written above.

Witness:                               BRIMFIELD PRECISION, INC.



                                            By: /s/ William G. Lyons
--------------------                            --------------------
                                                    Its President


                                            By: /s/ Pasqualina Lyons
                                                --------------------
                                                    Its Treasurer