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                               PROMISSORY NOTE 

$794,379                                                        March 10, 1998 
                                                       Los Angeles, California 

   FOR VALUE RECEIVED, Henlor, Inc., a Delaware corporation ("Obligor"), 
hereby promises to pay to the order of Michael H. Greeley ("Holder"), as 
representative for each of the persons listed on Attachment A hereto (the 
"Shareholders"), the principal sum of SEVEN HUNDRED NINETY FOUR THOUSAND 
THREE HUNDRED SEVENTY NINE DOLLARS ($794,379), together with interest thereon 
at the rate of eight percent (8%) per annum, without offset or deduction of 
any kind or nature (whether pertaining to this Note or to any other agreement 
by or among the parties hereto), in accordance with the following schedule: 
On December 1, 1998 Obligor shall make a principal payment of $294,379. On 
March 1, 1999, Obligor shall make a principal payment of $62,500 together 
with accrued interest on the unpaid principal balance of this Note from March 
10, 1998 through March 1, 1999. Thereafter, Obligor shall make equal 
quarterly payments of $62,500 commencing June 1, 1999, together with accrued 
interest on the unpaid principal balance of this Note, until paid in full on 
December 1, 2000; provided, however, that if, on or prior to November 30, 
1998, Obligor elects to defer a portion of the principal payment due 
December 1, 1998 (a "Payment Restructuring Election") pursuant to and in 
accordance with the terms of that certain letter agreement dated as of the
date hereof between Holder and Obligor (the "Letter Agreement"), then the 
payment schedule set forth above shall be modified as set forth in the 
Letter Agreement. 

   If any payment of principal or interest on this Note is due on a Saturday, 
Sunday or legal holiday under the laws of the State of California, such 
payment shall be made on the next succeeding business day. Interest accrued 
on the unpaid principal balance of this Note shall be payable on the dates 
set forth above. Upon the payment in full of all unpaid principal of this 
Note, all accrued and unpaid interest shall be due and payable forthwith. 

   The rate at which interest shall accrue on the unpaid principal balance of 
this Note shall be subject to adjustment upon a Payment Restructuring 
Election as provided in the Letter Agreement. 

   Each payment made pursuant to this Note shall be credited first on 
interest then due and the remainder on principal; and interest shall 
thereupon cease to accrue upon 

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the principal so credited. Obligor reserves the right to prepay all or any 
part of the principal of this Note at any time without penalty. 

   "Event of Default" shall mean the occurrence or existence of any one or 
more of the following: (i) failure of Obligor to make any payment of interest 
or principal on this Note within five (5) days after the due date (unless 
cured within ten (10) days after Obligor's receipt of notice of the 
occurrence thereof); (ii) if Obligor shall become insolvent or file a 
petition under any chapter of the United States Bankruptcy Code or a petition 
to take advantage of any other bankruptcy or insolvency law; (iii) if a 
custodian, receiver or trustee of all or any part of Obligor's property shall 
be appointed and not be dismissed within 60 days; (iv) if any assignment for 
the benefit of Obligor's creditors shall be made; or (v) if Obligor admits in 
writing its inability to pay its debts generally as they become due. Upon the 
occurrence of any Event of Default described in clauses (ii), (iii), (iv) or 
(v) of the preceding sentence, the unpaid principal amount of and accrued 
interest on this Note shall automatically become immediately due and payable, 
without presentment, demand, protest or other requirements of any kind, all 
of which are hereby expressly waived by the Obligor. Upon the occurrence and 
during the continuance of an Event of Default under clause (i), the Holder 
may, at its option, by written notice to the Obligor declare all or any 
portion of the principal of and interest on this Note to be, and the same 
shall forthwith become, immediately due and payable. Any notice required to 
be given to Obligor hereunder must be delivered in accordance with the 
provisions of Section 11.01 of that certain Agreement and Plan of Merger 
dated as of the date hereof among Obligor, the Shareholders and others. 

   Principal and interest shall be paid in lawful money of the United States 
and shall be made at 22120 Kinzie Street, Chatsworth, California 91311, or at 
such other place as Holder shall have designated to Obligor in writing for 
such purpose. 

   Upon the occurrence of an Event of Default, Obligor agrees to pay, upon 
demand, all reasonable expenses of Holder incident to the exercise of 
Holder's rights hereunder, including reasonable attorneys' fees. 

   This Note is being delivered and is intended to be performed in the State 
of California, and shall be governed

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by and construed and enforced in accordance with the internal laws of the 
State of California. 

                                                     HENLOR, INC., 
                                                     a Delaware corporation 

                                                     By: /s/ Max Munn
                                                     ------------------------ 
                                                     An Authorized Officer 








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                                 Attachment A 



List of Shareholders 
--------------------

Michael H. Greeley 
Judith Greeley 
Mary P. Greeley Saunders 
Russell Yeager 
Judy Yeager 
Amy Louise Greeley 
Stephen J. M. Morris 
Kathleen M. Cerruti 
William M. Scott Nancy C. Scott 
 Revocable Trust 
















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