EXHIBIT 10.4


                        UNSECURED PROMISSORY NOTE (GRID)



$2,500,000.00                                                      Date: 6/17/96

Name of Maker:          Kleinert's, Inc. of Alabama
Address of Maker:       Suite 100, 120 W. Germantown Pike
                        Plymouth Meeting, Pa.  19462
State of  Incorporation (if applicable):    N/A
Partnership Certificate Filed With (if applicable):   N/A
Due On:                 Demand
Interest Payable on:    first day of each month


         FOR VALUE RECEIVED the Marker and, if more than one, each of them
jointly and severally promises to pay on the due date set forth above, to the
order of BROWN BROTHERS HARRIMAN & CO., ("Payee") at its office at 1531 Walnut
Street, Philadelphia, PA. 19102, the face amount hereof or such lesser amount as
is from time to time outstanding hereunder as indicated on the reverse side
hereof. Interest on the balance from time to time outstanding shall accrue at
the rate of **% per annum, and shall be payable as set forth above. ** specially
quoted rates to be agreed upon from time to time.

         All advances pursuant to this Note and all repayments of principal due
hereunder shall be endorsed by the Payee on the schedule on the reverse side
hereof, or any continuation of such schedule attached hereto and denominated a
part hereof. Said endorsement on such schedule by an authorized agent of the
Payee shall be conclusive evidence of the unpaid balance due on this Note.

         Post-maturity or post-demand (as the case may be) interest shall accrue
and be payable at 120% of the rate payable on the due date or demand, computed
from said date to the date of actual payment.

         In no contingency or event whatsoever shall the interest rate charged
hereunder exceed the highest rate permissible under any law which a court of
competent jurisdiction shall, in a final determination, deem applicable hereto.
In the event that such a court determines that the Payee has received interest
hereunder in excess of said highest permissible rate, Payee shall promptly
refund such excess interest to Maker.

         Maker affirms and certifies that the obligation evidenced by this Note
was not and will not be incurred for the purpose of purchasing, carrying or
trading in securities as defined in the Federal Reserve Board's Regulation T.

         Upon the occurrence of any of the following events of default, to wit:
the non-payment when due of any obligation now or hereafter owing by the Maker
to the Payee, however arising, ("Obligation(s)"); the failure of the Maker
forthwith, upon demand, to furnish satisfactory Collateral, or to make payments
on account as may be agreed in any of the Obligations; the death, failure in
business, dissolution or termination of existence of the Maker or any endorser,
guarantor or surety of any Obligation (the Maker and any such other person(s)
being hereinafter referred to collectively as "Obligor(s)"); any petition for
relief under the Bankruptcy Code being filed by or against any Obligator or any
proceedings in bankruptcy, or under any Acts of Congress relating to the relief
of debtors, being commenced for the relief or readjustment of any indebtedness
of any Obligor either through reorganization, composition, extension or
otherwise; the making by any Obligor of any assignment for the benefit of
creditors or for taking advantage by any of the same of any insolvency law; any
seizure, vesting or intervention by or under authority of a government, by which
the management of any Obligor is displaced or its authority in the conduct of
its business is curtailed; the appointment of any receiver of any property of
any Obligor; the attachment or distraint of any of the property of any Obligor
or of same becoming subject at any time to any mandatory court order or other
legal process; the failure of the undersigned to perform any of its duties as
specified in any agreement(s) with respect to the Obligations; the expulsion or
suspension of any Obligor from membership in any national securities association
or any national securities exchange or

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other organized exchange, or any clearin association; the admission in writing
by any Obligor of inability to pay its debts generally as they become due; the
issuance of an attachment or garnishment or the filing of a lien against
property of any Obligor; the entry of a judgment against any Obligor; a
determination by the Payee that a material adverse change has occurred in the
financial condition of any Obligor from the condition set forth in the most
recent financial statement of such Obligor heretofore furnished to the Payee or
from the condition of such Obligor as heretofore most recently disclosed to the
Payee in any other manner; the merger or consolidation of any Obligor; the
Pension Benefit Guaranty Corporation shall commence proceedings (including
proceedings under Section 4042 of the Employee Retirement Income Security Act of
1974) to terminate any employee pension benefit plan of the Marker; any
misstatement or false statement of any Obligor in connection with any agreement
between any Obligor and the payee has been made; then in such event the Maker
shall immediately be liable without notice and shall pay on demand all
Obligations (whether or not otherwise due), together with all collection costs
and expenses, including reasonable attorney's fees, in connection with the
collection of such indebtedness.

         As security for all Obligations, the Payee shall have a continuing
right of set-off against, a security interest in and a lien upon any and all
deposits, funds, securities, instruments and other property of any Obligor at
any time owing by the Payee or in its hands. The Payee shall be deemed to have
exercised such right of set-off immediately upon the occurrence of any event of
default hereunder even though such set-off is entered on the Payee's books
subsequent thereto.

         In any litigation hereunder, all Obligors hereby waive trial by jury
and waive the right to interpose any defense based upon any Statute of
Limitations or any claim of latches. Each Obligor hereby consents to the in
personam jurisdiction of the Courts of the Commonwealth of Pennsylvania and the
United States District Court for the Eastern District of Pennsylvania in
connection with any claim arising hereunder. In the event that any action is
commenced hereunder in any such court, service of process may be made on any
Obligor by mail addressed to said party at its address then reflected in Payee's
records.

         This Note shall be governed by the laws of the Commonwealth of
Pennsylvania.

         All Obligors hereby forever waive presentment, demand, protest, notice
of protest and notice of dishonor of this Note and consent without notice to any
and all extensions of time or terms of payment including any compromise or
settlement thereof.


                                     Kleinert's, Inc. of Alabama
/s/ Denise L. Hale                      By:  /s/ Joseph J. Connors
Denise L. Hale                               Joseph J. Connors, Executive Vice
Asst. Secretary                              President/Assistant Secretary


                                   ENDORSEMENT

         In addition to liability as endorsers, which the undersigned hereby
assume, and intending to be legally bound, the undersigned (and, if more than
one, each of them jointly and severally) hereby (1) assent to all of the terms
and conditions of the within Note and hereby forever waive presentment, demand,
protest and notice of dishonor of the within Note and trial by jury, (2) become
surety to the Payee, its successors and assigns for the payment of the within
Note and (3) consent to any and all extensions of time or other terms of payment
and the release or substitution of, or the failure to perfect a security
interest in, any collateral as agreed to or granted by the Payee without notice
to any of the undersigned.