Exhibit (4)(xii)
      
                   MASTER SECURITY AGREEMENT
                                  
     
      THIS MASTER SECURITY AGREEMENT, made as of _January 29, 1997
     ("Agreement"), by and between General Electric Capital Corporation for
     itself and as agent for certain participants, a New York corporation with
     an address at 4 North Park Drive Suite 500, Hunt Valley, MARYLAND 21030
     ("Secured Party"), and Plymouth Rubber Company, Inc. for itself and its
     subsidiaries, a corporation organized and existing under the laws of the
     Commonwealth  of Massachusetts with its chief executive offices located at
     104 Revere Street, Canton, MA  02021 (collectively the "Debtor").
      
     In consideration of the promises herein contained and of certain
     other good and valuable consideration, the receipt and sufficiency of
     which are hereby acknowledged, Debtor and Secured Party hereby agree as
     follows:
      
     
     1. CREATION OF SECURITY INTEREST.
      
     Debtor hereby gives, grants and assigns to Secured Party, its
     successors and assigns forever, a security interest in and against any and
     all property listed on any collateral schedule now or hereafter annexed
     hereto or made a part hereof ("Collateral Schedule"), and in and against
     any and all additions, attachments, accessories and accessions thereto,
     any and all substitutions, replacements or exchanges therefor, and any and
     all insurance and/or other proceeds thereof provided, however, that the
     foregoing shall not be deemed to include mixing and feeding systems which
     will be used in conjunction with the Collateral (all of the foregoing
     being hereinafter individually and collectively referred to as the
     "Collateral").  The foregoing security interest is given to secure the
     payment and performance of any and all debts, obligations and liabilities
     of any kind, nature or description whatsoever (whether primary, secondary,
     direct, contingent, sole, joint or several, or otherwise, and whether due
     or to become due) of Debtor to Secured Party, now existing or hereafter
     arising, including but not limited to the payment and performance of
     certain Promissory Notes from time to time identified on any Collateral
     Schedule (collectively "Notes" and each a "Note"), and any renewals,
     extensions and modifications of such debts, obligations and liabilities
     (all of the foregoing being hereinafter referred to as the
     "Indebtedness").  Notwithstanding the foregoing, and notwithstanding
     anything to the contrary contained elsewhere in this Agreement, to the
     extent that Secured Party asserts a purchase money security interest in
     any items of Collateral ("PMSI Collateral"): (i) the PMSI Collateral shall
     secure only that portion of the Indebtedness which has been advanced by
     Secured Party to enable Debtor to purchase, or acquire rights in or the
     use of such PMSI Collateral (the "PMSI Indebtedness"), and (ii) no other
     Collateral shall secure the PMSI Indebtedness.
      
     
     2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR.
      
     Debtor hereby represents, warrants and covenants as of the date
     hereof and as of the date of execution of each Collateral Schedule hereto
     that:
      
     (a) Debtor is, and will remain, duly organized, existing and in good
     standing under the laws of the State set forth in the first paragraph of
     this Agreement, has its chief executive offices at the location set forth
     in such paragraph, and is, and will remain, duly qualified and licensed in
     every jurisdiction wherever necessary to carry on its business and
     operations;
      
     (b) Debtor has adequate power and capacity to enter into, and to
     perform its obligations, under this Agreement, each Note and any other
     documents evidencing, or given in connection with, any of the Indebtedness
     (all of the foregoing being hereinafter referred to as the "Debt
     Documents");
      
     (c) This Agreement and the other Debt Documents have been duly
     authorized, executed and delivered by Debtor and constitute legal, valid
     and binding agreements enforceable under all applicable laws in accordance
     with their terms, except to the extent that the enforcement of remedies
     may be limited under applicable bankruptcy and insolvency laws;
      
     (d) No approval, consent or withholding of objections is required
     from any governmental authority or instrumentality with respect to the
     entry into, or performance by, Debtor of any of the Debt Documents, except
     such as may have already been obtained;
      
     (e) The entry into, and performance by, Debtor of the Debt Documents
     will not (i) violate any of the organizational documents of Debtor or any
     judgment, order, law or regulation applicable to Debtor, or (ii) result in
     any breach of, constitute a default under, or result in the creation of
     any lien, claim or encumbrance on any of Debtor's property (except for
     liens in favor of Secured Party) pursuant to, any indenture mortgage, deed
     of trust, bank loan, credit agreement, or other agreement or instrument to
     which Debtor is a party;
      
     (f) Except as have previously disclosed in the debtors most recent
     10Q, there are no suits or proceedings pending in court or before any
     commission, board or other administrative agency against or affecting
     Debtor which could, in the aggregate, have a material adverse effect on
     Debtor, its business or operations, or its ability to perform its
     obligations under the Debt Documents;
      
     (g)All financial statements delivered to Secured Party in connection
     with the Indebtedness have been prepared in accordance with generally
     accepted accounting principles, and since the date of the most recent
     financial statement, there has been no material adverse change;
      
     (h) The Collateral is not, and will not be, used by Debtor for
     personal, family or household purposes;
     
     (i) The Collateral is, and will remain, in good condition and repair
     and Debtor will not be negligent in the care and use thereof;
      
     (j) Debtor is, and will remain, the sole and lawful owner, and in
     possession of, the Collateral, and has the sole right and lawful authority
     to grant the security interest described in this Agreement; and
      
     (k) The Collateral is, and will remain, free and clear of all liens,
     claims and encumbrances of every kind, nature and description, except for 
     (i) liens in favor of Secured Party,  (ii) liens for taxes not yet due or
     for taxes being contested in good faith and which do not involve, in the
     reasonable judgment of Secured Party, any risk of the sale, forfeiture or
     loss of any of the Collateral, and  (iii) inchoate materialmen's,
     mechanic's, repairmen's and similar liens arising by operation of law in
     the normal course of business for amounts which are not delinquent (all of
     such permitted liens being hereinafter referred to as "Permitted Liens").
      
     3. COLLATERAL.
      
     (a) Until the declaration of any default hereunder, Debtor shall
     remain in possession of the Collateral; provided, however, that Secured
     Party shall have the right to possess  (i) any chattel paper or instrument
     that constitutes a part of the Collateral, and  (ii) any other Collateral
     which because of its nature may require that Secured Party's security
     interest therein be perfected by possession.  Secured Party, its
     successors and assigns, and their respective agents, shall have the right
     to examine and inspect any of the Collateral at any time during normal
     business hours.  Upon any request from Secured Party, Debtor shall provide
     Secured Party with notice of the then current location of the Collateral.
      
     (b) Debtor shall  (i) use the Collateral only in its trade or
     business,  (ii) maintain all of the Collateral in good condition and
     working order,  (iii) use and maintain the Collateral only in compliance
     with all applicable laws, and  (iv) keep all of the Collateral free and
     clear of all liens, claims and encumbrances (except for Permitted Liens).
      
     (c) Debtor shall not, without the prior written consent of Secured
     Party,  (i) part with possession of any of the Collateral (except to
     Secured Party or for maintenance and repair), (ii) remove any of the
     Collateral from the continental United States, or  (iii) sell, rent,
     lease, mortgage, grant a security interest in or otherwise transfer or
     encumber (except for Permitted Liens) any of the Collateral.
      
     (d) Debtor shall pay promptly when due all taxes, license fees,
     assessments and public and private charges levied or assessed on any of
     the Collateral, on the use thereof, or on this Agreement or any of the
     other Debt Documents.  Upon prior written notice to Debtor by reason of
     Debtor's failure to paySecured Party may discharge taxes, liens, security
     interests or other encumbrances at any time levied or placed on the
     Collateral and may pay for the maintenance, insurance and preservation of
     the Collateral or to effect compliance with the terms of this Agreement or
     any of the other Debt Documents.  Debtor shall reimburse Secured Party, on
     demand, for any and all costs and expenses incurred by Secured Party in
     connection therewith and agrees that such reimbursement obligation shall
     be secured hereby.
      
     (e) Debtor shall, at all times, keep accurate and complete records
     of the Collateral, and Secured Party, its successors and assigns, and
     their respective agents, shall have the right to examine, inspect, and
     make extracts from all of Debtor's books and records relating to the
     Collateral at any time during normal business hours.
      
     (f) If agreed by the parties, Secured Party may, but shall in no
     event be obligated to, accept substitutions and exchanges of property for
     property, and additions to the property, constituting all or any part of
     the Collateral.  Such substitutions, exchanges and additions shall be
     accomplished at any time and from time to time, by the substitution of a
     revised Collateral Schedule for the Collateral Schedule now or hereafter
     annexed.  Any property which may be substituted, exchanged or added as
     aforesaid shall constitute a portion of the Collateral and shall be
     subject to the security interest granted herein.  Additions to, reductions
     or exchanges of, or substitutions for, the Collateral, payments on account
     of any obligation or liability secured hereby, increases in the
     obligations and liabilities secured hereby, or the creation of additional
     obligations and liabilities secured hereby, may from time to time be made
     or occur without affecting the provisions of this Agreement or the
     provisions of any obligation or liability which this Agreement secures.
      
     (g) Any third person at any time and from time to time holding all
     or any portion of the Collateral shall be deemed to, and shall, hold the
     Collateral as the agent of, and as pledge holder for, Secured Party.  At
     any time and from time to time, Secured Party may give notice to any third
     person holding all or any portion of the Collateral that such third person
     is holding the Collateral as the agent of, and as pledge holder for, the
     Secured Party.
      
     
     4. INSURANCE.
      
     The Collateral shall at all times be held at Debtor's risk, and
     Debtor shall keep it insured against loss or damage by fire and extended
     coverage perils, theft, burglary, and for any or all Collateral which are
     vehicles, for risk of loss by collision, and where requested by Secured
     Party, against other risks as required thereby, for the full replacement
     value thereof, with companies, in amounts and under policies acceptable to
     Secured Party.  Debtor shall, if Secured Party so requires, deliver to
     Secured Party policies or certificates of insurance evidencing such
     coverage.  Each policy shall name Secured Party as loss payee thereunder,
     shall provide for coverage to Secured Party regardless of the breach by
     Debtor of any warranty or representation made therein, shall not be
     subject to co-insurance, and shall provide for thirty (30) days written
     notice to Secured Party of the cancellation or material modification
     thereof.  Debtor hereby appoints Secured Party as its attorney in fact to
     make proof of loss, claim for insurance and adjustments with insurers, and
     to execute or endorse all documents, checks or drafts in connection with
     payments made as a result of any such insurance policies.  Proceeds of
     insurance shall be applied, at the option of Secured Party, to repair or
     replace the Collateral or to reduce any of the Indebtedness secured
     hereby.
      
     
     5. REPORTS.
      
     (a) Debtor shall promptly notify Secured Party in the event of  (i)
     any change in the name of Debtor,  (ii) any relocation of its chief
     executive offices,  (iii) any relocation of any of the Collateral,  (iv)
     any of the Collateral being lost, stolen, missing, destroyed, materially
     damaged or worn out, or (v) any lien, claim or encumbrance attaching or
     being made against any of the Collateral other than Permitted Liens.
      
     (b) Subject to Secured Party's continuing obligation of
     confidentiality, Debtor agrees to furnish its annual financial statements
     within ninety (90) days of Debtor's fiscal year end and such interim
     statements with in forty-five (45) days of Debtor's quarter end as Secured
     Party may require in form satisfactory to Secured Party.  Any and all
     financial statements submitted and to be submitted to Secured Party have
     and will have been prepared on a basis of generally accepted accounting
     principles, and are and will be complete and correct and fairly present
     Debtor's financial condition as at the date thereof.  Secured Party may at
     any reasonable time examine the books and records of Debtor and make
     copies thereof.
      
     
     6. FURTHER ASSURANCES.
      
     (a) Debtor shall, upon request of Secured Party, furnish to Secured
     Party such further information, execute and deliver to Secured Party such
     documents and instruments (including, without limitation, Uniform
     Commercial Code financing statements) and do such other acts and things,
     as Secured Party may at any time reasonably request relating to the
     perfection or protection of the security interest created by this
     Agreement or for the purpose of carrying out the intent of this Agreement. 
     Without limiting the foregoing, Debtor shall cooperate and do all acts
     deemed necessary or advisable by Secured Party to continue in Secured
     Party a perfected first security interest in the Collateral, and shall
     obtain and furnish to Secured Party any subordinations, releases,
     landlord, lessor, or mortgagee waivers, and similar documents as may be
     from time to time requested by, and which are in form and substance
     satisfactory to, Secured Party.
      
     (b) Debtor hereby grants to Secured Party the power to sign Debtor's
     name and generally to act on behalf of Debtor to execute and file
     applications for title, transfers of title, financing statements, notices
     of lien and other documents pertaining to any or all of the Collateral. 
     Debtor shall, if any certificate of title be required or permitted by law
     for any of the Collateral, obtain such certificate showing the lien hereof
     with respect to the Collateral and promptly deliver same to Secured Party.
      
     (c) Debtor shall indemnify and defend the Secured Party, its
     successors and assigns, and their respective directors, officers and
     employees, from and against any and all claims, actions and suits
     (including, without limitation, related attorneys' fees) of any kind,
     nature or description whatsoever arising, directly or indirectly, in
     connection with any of the Collateral.
     
     
     7. EVENTS OF DEFAULT.
      
     Debtor shall be in default under this Agreement and each of the other
     Debt Documents upon the occurrence of any of the following "Event(s) of
     Default":
      
     (a) Debtor fails to pay any installment or other amount due or coming
     due under any of the Debt Documents within ten (10) days after its due
     date;
      
     (b) Any attempt by Debtor, without the prior written consent of
     Secured Party, to sell, rent, lease, mortgage, grant a security interest
     in, or otherwise transfer or encumber (except for Permitted Liens) any of
     the Collateral;
      
     (c) Debtor fails to procure, or maintain in effect at all times, any
     of the insurance on the Collateral in accordance with Section 4 of this
     Agreement;
      
     (d) Debtor breaches any of its other obligations under any of the
     Debt Documents and fails to cure the same within thirty (30) days after
     written notice thereof;
      
     (e) Any warranty, representation or statement made by Debtor in any
     of the Debt Documents or otherwise in connection with any of the
     Indebtedness shall be false or misleading in any material respect;
      
     (f) Any of the Collateral being subjected to execution, levy, seizure
     or confiscation in any legal proceeding or otherwise;
     
     (g) Any of the Collateral being subjected to attachment which has not
     been cured/removed within thirty (30) days;
     
     (h) Any default by Debtor under any other agreement between Debtor
     and Secured Party;
      
     (i) Any dissolution, termination of existence, merger, consolidation, 
     insolvency, or business failure of Debtor or any guarantor or other
     obligor for any of the Indebtedness (collectively "Guarantor"), or if
     Debtor or any Guarantor is a natural person, any death or incompetency of
     Debtor or such Guarantor;
      
     (j) The appointment of a receiver for all or of any part of the
     property of Debtor or any Guarantor, or any assignment for the benefit of
     creditors by Debtor or any Guarantor; or
      
     (k) The filing of a petition by Debtor or any Guarantor under any
     bankruptcy, insolvency or similar law, or the filing of any such petition
     against Debtor or any Guarantor if the same is not dismissed within thirty
     (30) days of such filing.
     
     (l) Debtor is in Default beyond any applicable grace or cure period
     under the Loan and Security Agreement dated as of June 6, 1996 with
     LaSalle National Bank as Amended, restated or refinanced and any
     replacement facility thereof debtor breaches any of the covenants in
     Section 10 hereof.
     
     8. REMEDIES ON DEFAULT.
      
     (a) Upon the occurrence of an uncured Event of Default under this
     Agreement, the Secured Party, at its option, may declare any or all of the
     Indebtedness, including without limitation the Notes, to be immediately
     due and payable, without demand or notice to Debtor or any Guarantor.  The
     obligations and liabilities accelerated thereby shall bear interest (both
     before and after any judgment) until paid in full at the lower of twelve
     percent (12%) per annum or the maximum rate not prohibited by applicable
     law.
      
     (b) Upon such uncured Event of default, Secured Party shall have all
     of the rights and remedies of a Secured Party under the Uniform Commercial
     Code, and under any other applicable law.  Without limiting the foregoing,
     Secured Party shall have the right to  (i) notify any account debtor of
     Debtor or any obligor on any instrument which constitutes part of the
     Collateral to make payment to the Secured Party,  (ii) with or without
     legal process, enter any premises where the Collateral may be and take
     possession and/or remove said Collateral from said premises,  (iii) sell
     the Collateral at public or private sale, in whole or in part, and have
     the right to bid and purchase at said sale, and/or  (iv) lease or
     otherwise dispose of all or part of the Collateral, applying proceeds
     therefrom to the obligations then in default.  If requested by Secured
     Party, Debtor shall promptly assemble the Collateral and make it available
     to Secured Party at a place to be designated by Secured Party which is
     reasonably convenient to both parties.  Secured Party may also render any
     or all of the Collateral unusable at the Debtor's premises and may dispose
     of such Collateral on such premises without liability for rent or costs. 
     Any notice which Secured Party is required to give to Debtor under the
     Uniform Commercial Code of the time and place of any public sale or the
     time after which any private sale or other intended disposition of the
     Collateral is to be made shall be deemed to constitute reasonable notice
     if such notice is given to the last known address of Debtor at least five
     (5) days prior to such action.
      
        
     (c) Proceeds from any sale or lease or other disposition shall 
     be applied: first, to all costs of repossession, storage, and disposition
     including without limitation attorneys', appraisers', and auctioneers'
     fees; second, to discharge the obligations then in default; third, to
     discharge any other Indebtedness of Debtor to Secured Party, whether as
     obligor, endorser, guarantor, surety or indemnitor; fourth, to expenses
     incurred in paying or settling liens and claims against the Collateral;
     and lastly, to Debtor, if there exists any surplus.  Debtor shall remain
     fully liable for any deficiency.
      
     (d) In the event this Agreement, any Note or any other Debt Documents
     are placed in the hands of an attorney for collection of money due or to
     become due or to obtain performance of any provision hereof, Debtor agrees
     to pay all reasonable attorneys' fees incurred by Secured Party, and
     further agrees that payment of such fees is secured hereunder.
      
     (e) Secured Party's rights and remedies hereunder or otherwise
     arising are cumulative and may be exercised singularly or concurrently. 
     Neither the failure nor any delay on the part of the Secured Party to
     exercise any right, power or privilege hereunder shall operate as a waiver
     thereof, nor shall any single or partial exercise of any right, power or
     privilege preclude any other or further exercise thereof or the exercise
     of any other right, power or privilege.  Secured Party shall not be deemed
     to have waived any of its rights hereunder or under any other agreement,
     instrument or paper signed by Debtor unless such waiver be in writing and
     signed by Secured Party.  A waiver on any one occasion shall not be
     construed as a bar to or waiver of any right or remedy on any future
     occasion.   
     
     9.    ASSIGNMENT AND PARTICIPATION.
      
     (a)  The Debtor acknowledges that it has been advised that the Secured
     Party is acting hereunder for itself and as agent for certain third
     parties (each being herein referred to as a "Participant" and,
     collectively, as the "Participants"); that the interest of the Secured
     Party in this Agreement, the other Debt Documents and any other related
     instruments and documents may be conveyed to, in whole or in part, and may
     be used as security for financing obtained from, one or more third parties
     without the consent of the Debtor (the "Syndication").  The Debtor agrees
     reasonably to cooperate with Secured Party in connection with the
     Syndication, including the execution and delivery of such other documents,
     instruments, notices, opinions, certificates and acknowledgments as
     reasonably may be required by Secured Party or such Participant; provided,
     however, in no event shall the Debtor be required to consent to any change
     that would adversely affect any of the economic terms of the transactions
     contemplated herein.
     
     (b)  This Agreement, Collateral Schedules, any Note and/or any of the
     other Debt Documents may be assigned, in whole or in part, by Secured
     Party without notice to Debtor, and Debtor hereby waives any defense,
     counterclaim or cross-complaint by Debtor against any assignee, agreeing
     that Secured Party shall be solely responsible therefor.  Debtor agrees
     that if Debtor receives written notice of an assignment from Secured
     Party, Debtor shall pay all payments and other amounts due under the
     assigned Note and Collateral Schedule to such assignee as instructed by
     Secured Party.  Debtor further agrees to confirm in writing receipt of the
     notice of assignment as may be reasonably requested by Assignee.
     
     10.     ADDITIONAL COVENANTS.

     (a)  At all times during the term of the Security Agreement, Debtor
     shall maintain: (i) Minimum Tangible Net Worth of a positive  $4,500,000 
     plus 75%  of Net Income until the maturity of all note(s), (ii) Minimum
     Working Capital of $3,000,000.00 for fiscal year 1997 and $3,750,000 for
     fiscal year 1998 and each fiscal year thereafter until the maturity of all
     note(s), (iii) Minimum Fixed Charge Coverage ratio of  1.25x to 1.0x  for
     fiscal year 1997 and 1.50 x to 1.0x for fiscal year 1998 and each fiscal
     year thereafter until the maturity of all note(s), (iv) a maximum Total
     liabilities to Tangible Net Worth of  6.0x to 1.0x until the maturity of
     all note(s).  "Tangible Net Worth" is defined as Stockholder's Equity less
     intangible assets, plus any FAS #87 after tax change for minimum pension
     obligations. "EBITDA" is defined as earnings before Interest, Depreciation,
     Amortization and Taxes and Unrecognized Net Obligations at transition. 
     "Fixed Charges"  is defined as current portion of long term debt, plus
     current portion of capital leases, plus interest expense, plus preferred
     dividends.  "Fixed Charge Coverage  is defined as  EBITDA divided by fixed
     charges (both determined on a rolling four quarter average).  "Total Debt"
     includes all liabilities of the Debtor as defined by GAAP.  Intangibles as
     used for the determination of Minimum Tangible Net Worth shall be defined
     by GAAP exclusive of the deferred tax asset and associated valuation
     reserve as defined by FAS 109.  Accounting terms used herein not otherwise
     defined herein shall be as defined, and all calculations hereunder shall
     be made, in accordance with GAAP.

     (b)  Debtor's chief financial officer shall notify Secured Party in
     writing that the Debtor is in compliance with the requirements of Section
     10(a) above, such notification and certification shall be provided within
     forty-five (45) days after the end of each quarter and ninety (90) days
     after the fiscal year end reflecting such information as of the end of the
     quarter immediately preceding such quarter.

     11. ENVIRONMENTAL                   
     
     (a) Debtor hereby represents, warrants and covenants that: (i) it has
     conducted, and will continue to conduct its business operations, and
     throughout the term of the Security Agreement will use the Collateral, so
     as to comply with all Environmental Laws; and (ii) Debtor has, and
     throughout the term of the Security Agreement will continue to have in
     full force and effect all federal, state and local licenses, permits,
     orders and approvals required to operate the Collateral in compliance with
     all Environmental Laws.
     
     (b) Debtor agrees that if required to return the Collateral or any
     item thereof to Secured Party or Secured Party's agents, Debtor shall
     return such Collateral free from all Contaminants.
     
     (c) Debtor shall fully and promptly pay, perform, discharge, defend,
     indemnify and hold harmless Secured Party and its Affiliates, successors
     and assigns, directors, officers, employees and agents from and against
     any Environmental Claim or Environmental Loss.
     Each reference contained in this Security Agreement to:
     
     (i) "Adverse Environmental Condition" shall refer to (i) the
     existence or the continuation of the existence, of an Environmental
     Emission (including, without limitation, a sudden or non-sudden
     accidental or non-accidental Environmental Emission), of, or exposure
     to, any substance, chemical, material, pollutant, Contaminant, odor
     or audible noise or other release or emission in, into or onto the
     environment (including without limitation, the air, ground, water or
     any surface) at, in, by, from or related to any Collateral, (ii) the
     environmental aspect of the transportation, storage, treatment or
     disposal of materials in connection with the operation of any
     Collateral or (iii) the violation, or alleged violation of any
     statutes, ordinances, orders, rules, regulations, permits or licenses
     of, by or from any governmental authority, agency or court relating
     to environmental matters connected with any Collateral.

     (ii) "Affiliate" shall refer, with respect to any given Person,
     to any Person that directly or indirectly through one or more
     intermediaries, controls, or is controlled by, or is under common
     control with, such Person.

     (iii) "Contaminant" shall refer to those substances which are
     regulated by or form the basis of liability under any Environmental
     Law, including without limitation, asbestos, polychlorinated biphenyls
     ("PCBs"), and radioactive substances, or other material or substance
     which has in the past or could in the future constitute a health,
     safety or environmental hazard to any Person, property or natural
     resources.
     (iv) "Environmental Claim" shall refer to any accusation,
     allegation, notice of violation, claim, demand, abatement or other
     order on direction (conditional or otherwise) by any governmental
     authority or any Person for personal injury (including sickness,
     disease or death), tangible or intangible property damage, damage to
     the environment or other adverse effects on the environment, or for
     fines, penalties or restrictions, resulting from or based upon any
     Adverse Environmental Condition.

     (v) "Environmental Emission" shall refer to any actual or
     threatened release, spill, emission, leaking, pumping, injection,
     deposit, disposal, discharge, dispersal, leaching or migration into
     the indoor or outdoor environment, or into or out of any of the
     Collateral, including, without limitation, the movement of any
     Contaminant or other substance through or in the air, soil, surface
     water, groundwater or property.
    
     (vi) "Environmental Law" shall mean any federal, foreign, state
     or local law, rule or regulation pertaining to the protection of the
     environment, including, but not limited to, the Comprehensive 
     Environmental Response, Compensation, and Liability Act ("CERCLA") (42
     U.S.C. Section 9601 et seq.), the Hazardous Material Transportation
     Act (49 U.S.C. Section 1801 et seq.), the Federal Water Pollution
     Control Act (33 U.S.C. Section 1251 et seq.), the Resource
     Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), the
     Clean Air Act (42 U.S.C. Section 7401 et seq.), the Toxic Substances
     Control Act (15 U.S.C. Section 2601 et seq.), the Federal Insecticide,
     Fungicide, and Rodenticide Act (7 U.S.C. Section 1361 et seq.), and
     the Occupational Safety and Health Act (19 U.S.C. section 651 et
     seq.), as these laws have been amended or supplemented, and any
     analogous foreign, federal, state or local statutes, and the
     regulations promulgated pursuant thereto.

     (vii) "Environmental Loss" shall mean any loss, cost, damage,
     liability, deficiency, fine, penalty or expense (including, without
     limitation, reasonable attorneys' fees, engineering and other
     professional or expert fees), investigation, removal, cleanup and
     remedial costs (voluntarily or involuntarily incurred) and damages to,
     loss of the use of or decrease in value of the Collateral arising out
     of or related to any Adverse Environmental Condition.

     (viii) "Person" shall include any individual, partnership,
     corporation, trust, unincorporated organization, government or
     department or agency thereof and any other entity.
     
     12.    MISCELLANEOUS.
      
     (a) This Agreement, any Note and/or any of the other Debt
     Documents may be assigned, in whole or in part, by Secured Party without
     notice to Debtor, and Debtor hereby waives any defense, counterclaim or
     cross-complaint by Debtor against any assignee, agreeing that Secured
     Party shall be solely responsible therefor.
      
     (b) All notices to be given in connection with this Agreement
     shall be in writing, shall be addressed to the parties at their respective
     addresses set forth hereinabove (unless and until a different address may
     be specified in a written notice to the other party), and shall be deemed
     given  (i) on the date of receipt if delivered in hand or by facsimile
     transmission,  (ii) on the next business day after being sent by overnight
     delivery service, and  (iii) on the fourth business day after being sent
     by regular, registered or certified mail.  As used herein, the term
     "business day" shall mean and include any day other than Saturdays,
     Sundays, or other days on which commercial banks in New York, New York are
     required or authorized to be closed.
      
     (c) Secured Party may correct patent errors herein and fill in
     all blanks herein or in any Collateral Schedule consistent with the
     agreement of the parties.
      
     (d) Time is of the essence hereof.  This Agreement shall be
     binding, jointly and severally, upon all parties described as the "Debtor"
     and their respective heirs, executors, representatives, successors and
     assigns, and shall inure to the benefit of Secured Party, its successors
     and assigns.
      
     (e) This Agreement and its Collateral Schedules constitute the
     entire agreement between the parties with respect to the subject matter
     hereof and supersede all prior understandings (whether written, verbal or
     implied) with respect thereto.  This Agreement and its Collateral
     Schedules shall not be changed or terminated orally or by course of
     conduct, but only by a writing signed by both parties hereto.  Section
     headings contained in this Agreement have been included for convenience
     only, and shall not affect the construction or interpretation hereof.
      
     (f) This Agreement shall continue in full force and effect until
     all of the Indebtedness has been indefeasibly paid in full to Secured
     Party.  The surrender, upon payment or otherwise, of any Note or any of
     the other documents evidencing any of the Indebtedness shall not affect
     the right of Secured Party to retain the Collateral for such other
     Indebtedness as may then exist or as it may be reasonably contemplated
     will exist in the future.  This Agreement shall automatically be
     reinstated in the event that Secured Party is ever required to return or
     restore the payment of all or any portion of the Indebtedness (all as
     though such payment had never been made).
      
     (g) DEBTOR AND SECURED PARTY HEREBY UNCONDITIONALLY WAIVES THEIR
     RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
     ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS AGREEMENT, ANY OF THE OTHER
     DEBT DOCUMENTS, ANY OF THE INDEBTEDNESS SECURED HEREBY, ANY DEALINGS
     BETWEEN DEBTOR AND SECURED PARTY RELATING TO THE SUBJECT MATTER OF THIS
     TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS
     BEING ESTABLISHED BETWEEN DEBTOR AND SECURED PARTY.  THE SCOPE OF THIS
     WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY
     BE FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS,
     TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY
     CLAIMS).  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED
     EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT
     AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, ANY
     OTHER DEBT DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO
     THIS TRANSACTION OR ANY RELATED TRANSACTION.  IN THE EVENT OF LITIGATION,
     THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
     
     IN WITNESS WHEREOF, Debtor and Secured Party, intending to be
     legally bound hereby, have duly executed this Agreement in one or more
     counterparts, each of which shall be deemed to be an original, as of the
     day and year first aforesaid.
      
                                                                         
                
     SECURED PARTY:                        DEBTOR:
      
     General Electric Capital Corporation   Plymouth Rubber Company, Inc.
     foritself and as agent for certain 
     participants                     
     
     
     By:                            By:                          
     
     
     Title:                         Title:                              
                 
    Exhibit (4)(xii)
     CROSS-COLLATERAL AND CROSS-DEFAULT AGREEMENT
      
     General Electric Capital Corporation for itself and as agent for  
     certain participants
     4 North Park Drive Suite 500
     Hunt Valley, Maryland 21030
      
     Gentlemen:
      
     You have entered into or purchased one or more conditional sale
     contracts, lease agreements, chattel mortgages, security agreements, notes
     and other chooses in action (herein designated "Accounts") arising from
     the bona fide sale or lease to us, by various vendors or lessors, of
     equipment (herein designated "Collateral") and/or you have made direct
     loans to or otherwise extended credit to us evidenced by Accounts creating
     security interests in Collateral.
      
     In order to induce you to extend our time of payment on one or more
     Accounts and/or to make additional loans to us and/or to purchase
     additional Accounts and/or to lease us additional equipment, and in
     consideration of you so doing, and for other good and valuable
     consideration, the receipt of which we hereby acknowledge, we agree as
     follows:
      
     All presently existing and hereafter acquired Collateral in which you
     have or shall have a security interest shall secure the payment and
     performance of all of our liabilities and obligations to you of every kind
     and character, whether joint or several, direct or indirect, absolute or
     contingent, due or to become due, and whether under presently existing or
     hereafter created Accounts or agreements, or otherwise.
      
     We further agree that your security interest in the property covered
     by any Account now held or hereafter acquired by you shall not be
     terminated in whole or in part until and unless all indebtedness of every
     kind, due or to become due, owed by us to you is fully paid and satisfied
     and the terms of every Account have been fully performed by us.  It is
     further agreed that you are to retain your security interest in all
     property covered by all Accounts held or acquired by you, as security for
     payment and performance under each such Account, notwithstanding the fact
     that one or more of such Accounts may become fully paid.
      
     This instrument is intended to create cross-default and cross-security
     between and among all the within described Accounts now owned or hereafter
     acquired by you.
      
     An uncured  default under any Account or agreement shall be deemed to
     be a default under all other Accounts and agreements.  A default shall be
     as defined in the Interim Loan and Security Agreement dated as of January
     29, 1997 and Master Security Agreement dated January 29, 1997.  Upon our
     default any or all Accounts and agreements shall, at your option, become
     immediately due and payable without notice or demand to us or any other
     party obligated thereon, and you shall have and may exercise any and all
     rights and remedies of a secured party under the Uniform Commercial Code
     as enacted in the applicable jurisdiction and as otherwise granted to you
     under any Account or other agreement.  We hereby waive, to the maximum
     extent permitted by law, notices of repossession and sale or other
     disposition of collateral, and all other such notices, and in the event
     any such notice cannot be waived, we agree that if such notice is mailed
     to us postage prepaid at the address shown below at least five (5) days
     prior to the exercise by you of any of your rights or remedies, such
     notice shall be deemed to be reasonable and shall fully satisfy any
     requirement for giving notice.
      
     All rights granted to you hereunder shall be cumulative and not
     alternative, shall be in addition to and shall in no manner impair or
     affect your rights and remedies under any existing Account, agreement,
     statute or rule of law.                                                    
      
     
     
     
     
     
     
     
     
     
     This agreement may not be varied or altered nor its provisions waived
     except by your duly executed written agreement.  This agreement shall
     inure to the benefit of your successors and assigns and shall be binding
     upon our heirs, administrators, executors, legal representatives,
     successors and assigns.
      
    
     IN WITNESS WHEREOF, this agreement is executed this 29th day of January, 
     1997.
      
                                Plymouth Rubber Company, Inc.
                                (Name of Proprietorship, Partnership or
                                Corporation, as applicable)
                                        
                                     By:______________________________
                                          (Signature)
                                     Title:___________________________
                                              (Owner, Partner or Officer,       
                                                as applicable)
                                Address: 
                                104 Revere Street
                                Canton, MA 02021    
     
     
    Exhibit (4)(xii)
      
            INTERIM LOAN AND SECURITY AGREEMENT
                              
     This INTERIM LOAN AND SECURITY AGREEMENT (this "Agreement") is
     dated as of January 29, 1997 between General Electric Capital
     Corporation for itself and as agent for certain participants, a
     Massachusetts corporation having an office and place of business
     located at 4 North Park Drive, Suite 500, Hunt Valley, MD   21030
     ("Lender") and Plymouth Rubber Company, Inc. for itself and its
     subsidiaries, a corporation organized and existing under the laws of
     the Commonwealth  of Massachusetts and having its principal place of
     business at 104 Revere Street, Canton, MA  02021 (collectively as
     the "Borrower").
      
      
     RECITALS:
      
     WHEREAS Borrower desires to purchase the equipment more
     particularly described in Exhibit A  hereto (the "Equipment")
     pursuant to a purchase order contract, agreement and/or other
     document, copies of which have been attached hereto as Exhibit C 
     (the "Purchase Agreement"), with Kleinewefers Kunststoffanlagen GmbH
     ("Supplier");
      
     WHEREAS Borrower desires to borrow from Lender, on the terms
     and conditions hereinafter provided, the purchase price and
     acquisition costs of the Equipment;
      
     WHEREAS. to induce Lender to lend to Borrower the purchase
     price and acquisition costs of the Equipment, Borrower desires to
     assign to Lender, as security for all of Borrower's obligations
     hereunder, all of Borrower's right, title and interest in and to the
     Equipment and the Purchase Agreement.
      
     NOW, THEREFORE, in consideration of these premises and of the
     covenants contained herein and other good and valuable
     consideration, the receipt and adequacy of which is hereby
     acknowledged, the parties hereto agree as follows:
      
     Section 1.  Definitions .  All capitalized terms used but not
     otherwise defined herein shall have the meanings ascribed to them in
     the Loan Schedule attached hereto as Exhibit D  (the "Loan
     Schedule").
      
     Section 2.  Agreement to Make Loans .  Subject to the terms and
     conditions hereof, and provided no Default (as defined in Section
     8), or event which with the passing of time or giving of notice or
     both would constitute a Default, has occurred and is continuing,
     Lender agrees to advance to Borrower, on the date hereof the amount
     of four million, fifty thousand  ($4,050,000.00) U.S. Dollars, and,
     upon five (5) days written notice, from time to time hereafter until
     close of business on the Cut-Off Date to make such additional
     advances in such amounts as Borrower may request, but limited in all
     events in the aggregate to the Maximum Loan Commitment amount stated
     in the Loan Schedule.  (Each day on which a loan is made is
     hereinafter referred to as a "Funding Date", each advance a "Loan
     Funding".)  Lender shall not be required or obligated to make any
     Loan Funding if such Loan Funding, when added to all previous Loan
     Fundings, would cause Lender to advance to Borrower any sum in
     excess of the Maximum Loan Commitment set forth in the Loan
     Schedule.  Lender shall have no obligation to make any Loan Funding
     to any person or entity other than Borrower, and shall have no
     obligation to make any Loan Funding to Borrower if control of
     Borrower shall change in any material respect.
      
     Section 3.  Promissory Note(s) .
      
     (a)  Each Loan Funding shall be evidenced by a separate demand
     Promissory Note, at such interest rate as the parties may hereafter
     agree, in the form of Exhibit E . 
      
     (b)  Subject to the terms hereof, upon the earlier of the (i)
     Cut-Off Date or (ii) the Funding Date on which the total Loan
     Fundings made as of that date total in the aggregate the Maximum
     Loan Commitment, Borrower shall (x) pay all unpaid interest due and
     owing under any Promissory Note issued pursuant hereto; and (y)
     execute a Consolidated Promissory Note ("Consolidated Note") in the
     form of Exhibit F  in a principal amount equal to the aggregate
     amount of all Loan Fundings (Each Demand Promissory Note and the
     Consolidated Promissory Note shall hereinafter be referred to,
     individually or collectively, as the "Note(s)".)
      
     Section 4.  Conditions Precedent to Loan Fundings .    The
     obligation of Lender to make any Loan Funding to Borrower on the
     applicable Funding Date is subject to the performance by Borrower of
     all of its agreements and covenants under this Agreement and the
     fulfillment of the following conditions:
      
     (a)  No Default, or event which with the passing of time or
     the giving of notice or both would constitute a Default, has
     occurred and is continuing on such Funding Date under this
     Agreement, any Note or any other agreement or instrument then
     existing between Borrower and Lender.
      
     (b)  Lender has received such executed financing statements,
     fixture filings and other documents as it may reasonable request to
     perfect a first priority security interest in the Collateral, as
     that term is defined in Section 5, below (including, without
     limitation, any lien, mortgages, landlord or similar waivers).
      
     (c)  Borrower has executed and delivered to Lender a Demand
     Promissory Note, in the form of Exhibit E, in the principal amount
     of the Loan Funding, executed by an authorized officer of the
     Borrower.
      
     (d)  Lender has received such other documents, certificates
     and opinions, including but not limited to opinions of Borrower's
     counsel and invoices and receipts in connection with the Equipment,
     as it shall reasonably request.
      
     (e)  There has not occurred any adverse change in Borrower's
     financial situation from the date of execution hereof to the date of
     the Loan Funding which materially impairs Borrower's ability to
     perform its obligations hereunder, or under any of the Notes, or
     materially impairs Lender's interest in the Collateral.
     
      
     Section 5.  Grant of Security Interest .
      
     (a)  As security for the punctual payment and performance of
     Borrower's obligations under each and all of the Note(s), whether
     now existing or hereinafter arising, whether the same be totally
     repaid and extinguished and thereafter reincurred or otherwise,
     direct or indirect, liquidated or contingent, whether as primary
     obligor or as endorser, indemnitor, or otherwise, including any
     obligation arising in connection with or resulting from any
     amendment to or extension of any Note and, further, as security for
     the performance and  observance by Borrower of all representations,
     warranties and covenants made by it in this Agreement, any amendment
     or extension hereof or in any other agreement, document or
     certificate delivered in connection with this Agreement or any Note,
     Borrower hereby gives, sets over, assigns, transfers and grants to
     Lender a security interest in and to (i) the Equipment, (ii) the
     Purchase Agreement, (iii) any and all additions, attachments,
     accessories, accessions, and all substitutions, replacements or
     exchanges to the Equipment, provided, however, that the foregoing
     shall not be deemed to include mixing and feeding systems which will
     be used in conjunction with the Collateral and (iv) any and all
     products and proceeds of any of the foregoing, including insurance
     and lease proceeds.  (Together (i) - (iv) are hereinafter referred
     to, from time to time, individually and collectively as
     "Collateral").  Borrower warrants that such security interest shall
     be the only security interest granted by Borrower or retained by any
     other person or entity other than Lender (excluding only such
     security interest of Supplier in the Equipment as Supplier may
     retain to secure payment of the purchase price of the Equipment as
     specifically provided for in the Purchase Agreement and a
     subordinated lien held by LaSalle National Bank (collectively
     "Permitted Liens")) and Borrower shall, at its own cost and expense,
     promptly take such action as may be necessary to duly discharge all
     liens on the Collateral which result from claims against Borrower
     not related to the transactions contemplated by this Agreement.
      
     (b)  Additions to, reductions or exchanges of, or
     substitutions for, the Collateral, payments on account of any
     obligation or liability secured hereby, or increases in the
     obligations and liabilities secured hereby, or the creation of
     additional obligations and liabilities secured hereby, may from time
     to time be made or occur without affecting the provisions of this
     Agreement or the provisions of any obligation or liability which is
     secured hereby.
      
     (c)  Borrower hereby appoints Lender its true and lawful
     attorney, with full power of substitution, to take such action as
     Lender may deem necessary to protect and preserve its security
     interest in the Collateral, and Borrower waives its right of notice,
     demand, dishonor, marshalling of Collateral, place and time of sale,
     advertising, statutory method of foreclosure and all bonds,
     securities and rights of redemption.
      
     Section 6.  Representations, Warranties and Covenants of Borrower
     With Respect to Organization .
      
     Borrower hereby represents, warrants and covenants, as of the date
     hereof and at all times during the term hereof:
      
     (a)  Borrower has adequate power and capacity to enter into
     each Note and this Agreement, and any document or certificate
     delivered in connection with this Agreement or any Note.  (Together
     the Notes, this Agreement and any document or certificate delivered
     in connection with this Agreement or any Note, shall constitute the
     "Documents".)
      
     (b)  The Documents have been duly authorized, executed and
     delivered by Borrower and constitute valid, legal and binding
     agreements, enforceable in accordance with their terms, except to
     the extent that the enforcement of remedies therein provided may be
     limited under applicable bankruptcy and insolvency laws.
      
     (c)  No approval, consent or withholding of objections is
     required from any federal, state, local or municipal governmental
     authority or instrumentality with respect to the entry into or
     performance by Borrower of the Documents except such as have already
     been  or will be obtained.
      
     (d)  The entry into and performance by Borrower of the
     Documents will not:  (i) violate any judgment, order, law or
     regulation applicable to Borrower or any provision of Borrower's
     Certificate of Incorporation or By-Laws or (ii) result in any
     unwaived or uncured breach of, constitute a default under or result
     in the creation of any lien, charge, security interest or other
     encumbrance upon any unit of Equipment pursuant to any indenture,
     mortgage, deed of trust, bank loan or credit agreements or other
     instrument to which Borrower is a party.
      
     (e)  Except as previously disclosed in the Debtors most recent
     10Q, there are no suits or proceedings pending  in court or before
     any regulatory commission, board or other administrative
     governmental agency against or affecting Borrower, which will have
     a material adverse effect on the ability of Borrower to fulfill its
     obligations under the Documents.
      
     (f)  The Borrower is, and will remain during the term hereof,
     a corporation organized, existing and in good standing, under the
     laws of the Commonwealth of MA.  The persons executing any of the
     Documents are acting with the full authority of the Board of
     Directors of Borrower and hold the offices indicated in the
     Documents below their signatures which signatures Borrower hereby
     acknowledges to be genuine.
      
     Section 7.  Representations, Warranties and Covenants of Borrower
     With Respect To The Collateral .
      
     Borrower hereby represents, warrants and covenants, as of the date
     hereof and at all times during the term hereof:
      
     (a)  Borrower is and will remain during the term of this
     Agreement the sole and lawful owner and in possession of the
     Equipment and is or will become upon delivery and installation and
     remain during the term of this Agreement the sole and lawful owner
     and in possession of the Collateral; Borrower shall at all time
     during the term hereof keep and maintain the Collateral in good
     operating condition and repair, in accordance with Manufacturer's
     recommendations therefore.
      
     (b)  The Collateral is and will remain during the term of this
     Agreement free and clear of all liens and encumbrances of every
     kind, nature and description except for security interest granted in
     this Agreement and the Permitted Liens.  Borrower will warrant and
     defend the Collateral and Lender against all claims by all persons
     adverse to Lender's interest in and to the Collateral.  Borrower
     shall not sell, rent, lend, mortgage, grant a security interest in
     or otherwise encumber or transfer any of the Collateral during the
     term hereof except for the Permitted Liens.  Borrower shall not
     remove the Equipment from the location designated on the Loan
     Schedule.
      
     (c)  Borrower shall pay promptly when due all taxes, license
     fees, assessments and public and private charges levied or assessed
     on any of the Collateral or on the use thereof or on this Agreement
     or any Note. Provided borrower shall have failed to do so and upon
     thirty (30) days notice to borrower, Lender may discharge taxes,
     liens, security interests or other encumbrances at any time levied
     or placed on the Collateral and may pay for the maintenance,
     insurance and preservation of the Collateral or to effect compliance
     with the terms of this Agreement provided Lender has given Borrower
     reasonable notice and has failed to pay such amounts at its option. 
     Borrower agrees to reimburse Lender on demand, for any payment made
     or any expense incurred by Lender pursuant to the foregoing
     authorization.
      
     (d)  The Collateral shall at all times during the term hereof
     be held at Borrower's risk, and Borrower shall keep it insured
     against loss or damage by fire and extended coverage perils, theft,
     burglary, and for any or all Collateral which are vehicles, for risk
     of loss by collision, and where requested by Lender, against other
     risks as required thereby, for the full replacement value thereof,
     with companies, in amounts and under policies acceptable to Lender,
     with losses payable to Lender and Borrower as their interests may
     appear.  Borrower shall, if Lender so requires, deliver to Lender
     policy or certificates of insurance evidencing such coverage.  Each
     policy shall provide for coverage to Lender regardless of the breach
     by Borrower of any warranty or representation made therein and shall
     provide for ten (30) days written notice to Lender of the
     cancellation or material modification thereof.
      
     Section 8.  Events of Default .
      
     Borrower shall be in Default under this Agreement and under each
     Note upon the occurrence of any of the following :
      
     (a)  Failure in the payment or performance of any Note, or any
     extension or amendment thereto by Borrower;
      
     (b)  Failure in the performance of any obligation by Borrower
     of any covenant or warranty made by it in this Agreement, any
     amendment or extension hereof or in any other agreement, document or
     certificate delivered in connection with this Agreement and fails to
     cure same within thirty (30) days after written notice thereof;
      
     (c)  Any warranty, representation or statement made or
     furnished to Lender by or on behalf of Borrower, in any Note or in
     this Agreement, any amendment or extension thereof or hereof or in
     any other agreement, document or certificate delivered in connection
     with this Agreement or any Note, or furnished to Lender in order to
     induce Lender to make any Loan Funding hereunder, proving to be
     false in any material respect;
      
     (d)  Any of the Collateral being subjected to levy, seizure or
     confiscation in any legal proceeding or otherwise;
     
     (e)  Any of the Collateral being subjected to attachment which
     has not been cured/removed within thirty (30) days;
     
     (f)  Any default by Debtor under any other agreement between
     Debtor and Secured Party;
      
     (g)  The  dissolution, termination of existence,  insolvency,
     or business failure of Borrower;
      
     (h) The appointment of a receiver for all or of any part of the
     property of Borrower or any Guarantor, or any assignment for the
     benefit of creditors by Borrower or any Guarantor; or the filing of
     a petition by Borrower or any Guarantor under any bankruptcy,
     insolvency or similar law, or the filing of any such petition
     against Borrower  or any Guarantor if the same is not dismissed
     within thirty (30) days of such filing.
     
     (i)  Debtor breaches any covenants under Section 10 hereof. 
     
     (j)  Debtor is in default beyond any applicable grace or cure
     period under the Loan and Security Agreement dated as of June 6,
     1996 with LaSalle National Bank as Amended , restated or refinanced
     and any replacement facility thereof.
     
     Section 9.  Remedies on Default .
      
     Upon the occurrence of an uncured Event of Default under this
     Agreement, Lender, at its option, may declare all of the obligations
     and liabilities secured by this Agreement, including without
     limitation the Notes, to be immediately due and payable, without
     demand or notice to Borrower or any guarantor of any obligations of
     Borrower.  The obligations and liabilities accelerated thereby shall
     bear interest at the lower of 18% per annum or the maximum rate
     allowed by applicable law.  Upon such declaration of default, Lender
     shall have all of the rights and remedies of a secured party under
     the Uniform Commercial Code, or under any other applicable law,
     including without limitation the right to (i) with or without legal
     process, to enter any premises where the Collateral may be and take
     possession and/or remove said Collateral from said premises, (ii)
     sell the Collateral at public or private sale, in whole or in part,
     and have the right to bid and purchase at said sale, (iii) lease or
     otherwise dispose of all or part of the Collateral, applying
     proceeds therefrom to the obligations then in default.  Proceeds
     from any sale or lease or other disposition shall be applied first
     to all costs of repossession, storage, and disposition including
     without limitation attorneys', appraisers', and auctioneers' fees,
     second to discharge the obligations then in default, third to
     discharge any other obligations of Borrower to Lender under this
     Agreement or any Note, whether as obligor, endorser, or otherwise,
     fourth to expenses incurred in paying or settling liens and claims
     against the Collateral, fifth to Borrower, if there exists any
     surplus.  Any notice which Lender is required to give to Borrower
     under the Uniform Commercial Code of the time and place of any
     public sale or the time after which any private sale or other
     intended disposition of the Collateral is to be made shall be deemed
     to constitute reasonable notice if such notice is mailed by
     registered or certified mail to the last known address of Borrower
     at least five (5) days prior to such action.
      
     Section 10.  Additional Covenants.
     
     (a)  At all times during the term of the Security Agreement,
     Debtor shall maintain: (i) Minimum Tangible Net Worth of a positive 
     $4,500,000  plus 75%  of Net Income until the maturity of all
     note(s), (ii) Minimum Working Capital of $3,000,000.00 for fiscal
     year 1997 and $3,750,000 for fiscal year 1998 and fiscal year
     thereafter until the maturity of all note(s), (iii) Minimum Fixed
     Charge Coverage ratio of  1.25x to 1.0x  for fiscal year 1997 and
     1.50 x to 1.0x for fiscal year 1998 and fiscal year thereafter until
     the maturity of all note(s), (iv) a maximum Total liabilities to
     Tangible Net Worth of  6.0x to 1.0x until the maturity of all
     note(s).  "Tangible Net Worth" is defined as Stockholder s Equity
     less intangible assets plus any FAS #87 after tax charge for minimum
     pension obligations. "EBITDA" is defined as earnings before Interest,
     Depreciation, Amortization and Taxes and Unrecognized Net
     Obligations at transition.  "Fixed Charges"  is defined as current
     portion of long term debt, plus current portion of capital leases,
     plus interest expense, plus preferred dividends.  "Fixed Charge
     Coverage  is defined as  EBITDA divided by fixed charges (both
     determined on a rolling four quarter average).  "Total Debt" includes
     all liabilities of the Debtor as defined by GAAP.  Intangibles as
     used for the determination of Minimum Tangible Net Worth shall be
     defined by GAAP exclusive of the deferred tax asset and associated
     valuation reserve as defined by FAS 109.  Accounting terms used
     herein not otherwise defined herein shall be as defined, and all
     calculations hereunder shall be made, in accordance with GAAP.
     
     (b)  Debtor's chief financial officer shall notify Secured
     Party in writing that the Debtor is in compliance with the
     requirements of Section 10(a) above, such notification and
     certification shall be provided within forty-five (45) days after
     the end of each quarter and ninety (90) days after the fiscal year
     end, reflecting such information as of the end of the quarter
     immediately preceding such quarter.
     
     Section 11.  Assignment And Participation.
      
     (a)  The Borrower acknowledges that it has been advised that
     the Lender is acting hereunder for itself and as agent for certain
     third parties (each being herein referred to as a "Participant" and,
     collectively, as the "Participants"); that the interest of the
     Lender in this Agreement, the other Debt Documents and any other
     related instruments and documents may be conveyed to, in whole or in
     part, and may be used as security for financing obtained from, one
     or more third parties without the consent of the Borrower (the
     "Syndication").  The Borrower agrees reasonably to cooperate with
     Lender in connection with the Syndication, including the execution
     and delivery of such other documents, instruments, notices,
     opinions, certificates and acknowledgments as reasonably may be
     required by Lender or such Participant; provided, however, in no
     event shall the Borrower be required to consent to any change that
     would adversely affect any of the economic terms of the transactions
     contemplated herein.
     
     (b)  This Agreement, Collateral Schedules, any Note and/or any
     of the other Debt Documents may be assigned, in whole or in part, by
     Lender without notice to Borrower, and Borrower hereby waives any
     defense, counterclaim or cross-complaint by Borrower against any
     assignee, agreeing that Lender shall be solely responsible therefor. 
     Borrower agrees that if Borrower receives written notice of an
     assignment from Lender, Borrower shall pay all payments and other
     amounts due under the assigned Note and Collateral Schedule to such
     assignee as instructed by Lender.  Borrower further agrees to
     confirm in writing receipt of the notice of assignment as may be
     reasonably requested by Assignee.
     
     Section 12.  Miscellaneous.
      
     (a)  Borrower shall, upon request of Lender, furnish to Lender
     such further information, execute and deliver to Lender such
     documents, including without limitation Uniform Commercial Code
     Financing Statements, and do such other acts and things, as Lender
     may at any time reasonable request relating to the perfection or
     protection of the security interest created by this Agreement or for
     the purpose of carrying out the intent of this Agreement.
      
     (b)  Lender's rights and remedies hereunder are cumulative. 
     Neither the failure nor any delay on the part of Lender to exercise
     any right, power or privilege hereunder shall operate as a waiver
     thereof, nor shall any single or partial exercise thereof or the
     exercise of any other right, power or privilege.
      
     (c)  Lender shall not be deemed to have waived any of its
     rights hereunder or under any other agreement, instrument or paper
     signed by Borrower unless such waiver be in writing and signed by
     Lender.
      
     (d)  Lender may correct patent errors herein and fill in all
     blanks herein or in any document provided in connection herewith or
     now or hereafter attached hereto consistent with the agreement of
     the parties.
      
     (e)  All notices from Lender to Borrower shall be sufficiently
     given if sent by overnight delivery, first-class mail, postage
     prepaid or delivered in hand to Borrower at Borrower's address shown
     above.
      
     (f)  Time is of the essence hereof.  This Agreement shall be
     binding, jointly and severally, upon all parties described as the
     "Borrower" and their respective heirs, executors, representatives,
     successors and assigns, and shall inure to the benefit of Lender,
     its successors and assigns.  If any provision of this Agreement is
     in conflict with any statute, rule or law applicable hereto, then
     such provision shall be deemed null and void to the extent that it
     may conflict therewith, but without invalidating any other
     provision(s) hereof.  This Agreement shall not be changed or
     terminated orally, but only by a writing signed by both parties
     hereto.  This Agreement and the Notes or any other document or
     certificate given in connection herewith or therewith may be
     assigned without notice to Borrower and Borrower hereby waives any
     defense, counterclaim or cross-complaint by Borrower against any
     assignee, agreeing that Lender shall be solely responsible therefor.
      
     (g)  Borrower hereby grants to Lender the power to sign
     Borrower's name and file applications for title, transfers of title,
     financing statements, notices of lien and other documents pertaining
     to any or all of the Collateral.  Borrower shall, if any certificate
     of title be required or permitted by law for any of the Collateral,
     obtain such certificate showing the lien hereof with respect to the
     Collateral and promptly deliver same to Lender.
      
     (h)  In the event this Agreement and any Note are placed in
     the hands of an attorney for collection of money due or to become
     due or to obtain performance of any provision hereof, Borrower
     agrees to pay reasonable attorney's fees incurred by Lender.
      
     (i)  Borrower agrees to furnish its annual financial
     statements ninety (90) days after fiscal year end and such interim
     statements forty-five (45) days after quarter end as Lender may
     require in form satisfactory to Lender.  Any and all financial
     statements submitted and to be submitted to Lender have and will
     have been prepared on a basis of generally accepted accounting
     principles, and are and will be complete and correct and fairly
     present Borrower's financial condition as at the date thereof. 
     Lender may at any reasonable time examine the books  and records of
     Borrower and make copies thereof.
      
     (j)  This Agreement and any and all obligations and
     liabilities secured hereby shall be governed by and construed under
     the laws of the Commonwealth  of Massachusetts, without regard to
     choice of law principles thereof, and any provision of this
     Agreement or of the obligations and liabilities secured by this
     Agreement which may prove to be unenforceable shall not affect the
     validity of any other provision of this Agreement or of the said
     obligations and liabilities.  Borrower acknowledges receipt of a
     true copy hereof and waives acceptance hereof.
      
     (k)  This Agreement shall continue in full force and effect
     for so long as there shall remain in existence obligations or
     liabilities from Borrower to Lender hereunder or under the Notes.
      
     (l)  BORROWER AND LENDER HEREBY UNCONDITIONALLY WAIVES THEIR
     RIGHTS TO A JURY TRIAL OF ANY CAUSE OF ACTION BASED UPON OR ARISING
     OUT OF, DIRECTLY OR INDIRECTLY, THIS AGREEMENT, ANY OF THE RELATED
     DOCUMENTS, ANY DEALINGS BETWEEN BORROWER AND LENDER RELATING TO THE
     SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS,
     AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN BORROWER
     AND LENDER.  The scope of this waiver is intended to be all
     encompassing of any and all disputes that may be filed in any court
     (including, without limitation, contract claims, tort claims, breach
     of duty claims, and all other common law and statutory claims). 
     THIS WAIVER IS IRREVOCABLE MEANING THAT IT MAY NOT BE MODIFIED
     EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY
     SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO
     THIS AGREEMENT, ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR
     AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION. 
     In the event of litigation, this Agreement may be filed as a written
     consent to a trial by the court.  Time is of the essence of this
     Agreement.  Lender's failure at any time to require strict
     performance by Borrower of any of the provisions hereof shall not
     waive or diminish Lender's right thereafter to demand strict
     compliance therewith.  Borrower agrees, upon Lender's request, to
     execute any instrument necessary or expedient for filing, recording
     or perfecting the interest of Lender.  All notices required to be
     given hereunder shall be deemed adequately given if sent by
     registered or certified mail to the addressee at its address stated
     herein, or at such other place as such addressee may have designated
     in writing.  This Agreement and any, Exhibits or Annexes thereto
     constitute the entire agreement of the parties with respect to the
     subject matter hereof.  NO VARIATION OR MODIFICATION OF THIS
     AGREEMENT OR ANY WAIVER OF ANY OF ITS PROVISIONS OR CONDITIONS,
     SHALL BE VALID UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED
     REPRESENTATIVE OF THE PARTIES HERETO.
      
     IN WITNESS WHEREOF, Borrower and Lender, intending to be
     legally bound hereby, have caused their duly authorized
     representatives to execute this Agreement, as of the day and year
     first above-written.
      
     LENDER                         BORROWER
     
     General Electric Capital Corporation Plymouth Rubber Company, Inc.
     for itself and as agent for certain 
     participants      
     
     
     By:_____________________________       By:_________________________
     Title:__________________________       Title:______________________  
     

                    LIST OF EXHIBITS TO
                             
                             
        INTERIM LOAN AND SECURITY AGREEMENT BY AND
                             
                             
                             
     BETWEEN General Electric Capital Corporation for itself and as
              agent for certain participants
                             
                             
                             
             AND Plymouth Rubber Company, Inc.
                             
                             
                             
                 DATED:  January 29, 1997
                              
     
     
     
     
     
     EXHIBIT A          Equipment Description
     
     EXHIBIT B          Certificate
     
     EXHIBIT C          Purchase Agreement -- (Incorporated by reference to 
                                              Exhibit (10)(vi) to Form 10-Q/A
                                              for the quarter ended 
                                              February 28, 1997.)
     
     EXHIBIT D          Loan Schedule
     
     EXHIBIT E          Form of Demand Promissory Note
     
     EXHIBIT F          Form of Consolidated Promissory Note 
      
                         EXHIBIT A 
                               
     THIS EXHIBIT A is annexed to and made a part of the Interim
     Loan and Security Agreement of even date herewith between General
     Electric Capital Corporation for itself and as agent for certain
     participants as Lender and Plymouth Rubber Company, Inc. as Borrower
     and describes Equipment in which Borrower has granted Lender a
     security interest in the following equipment in connection with all
     Loan Fundings in connection therewith.
     
     
     Description   Year/Model    Serial Number    Location
     
     1- Complete High Precision Four Roll Calendar Line dia. 650x2200 mm,
     inverted L-type, for the manufacture of soft PVC film and
     sheet as described in detail in the technical specification as
     per Annex 1 to this Contract and including Detail Engineering
     Services as described in Annex 5, para C and D of the Sales
     Contract attached hereto and forming a hereof.
     
     Package of spare and wear parts for initial period of operation
     
     Two calendar spare rolls
     
     See EXHIBIT C for a complete copy of the Sales Contract
     
     
     
     
     
     
     
     
     
         
     
     
     LENDER:                      BORROWER:
     
     General Electric Capital Corporation Plymouth Rubber Company, Inc.
     for itself and as agent for certain 
     participants                
     
     
     By:                           By:                 
     
     Title:                       Title:              
     
     
     Date:January 29, 1997             Date: January 29, 1997   
     
     
     
     
     
     
     

     
                       EXHIBIT B
     
     SECRETARY'S CERTIFICATE OF INCUMBENCY AND AUTHORITY
     
     
     
     I, Deborah A. Kream, do hereby certify that I am the duly elected,
     qualified and acting (Assistant) Secretary of Plymouth Rubber
     Company, Inc., a corporation; that the persons whose names, titles
     and signatures appear below are duly elected (or appointed),
     qualified and acting employees of said Corporation and hold on the
     date of this Certificate and on the date of execution of the Master
     Security Agreement, Interim Loan Agreement, Promissory Notes,
     Collateral Schedules and all related documents ("Loan Document") the
     positions set opposite their respective names; that the signatures
     appearing opposite their respective names are the genuine signatures
     of such employees; that each of such employees is duly authorized
     for an on behalf of said Corporation to execute and deliver or to
     delegate his/her authority to execute and deliver any Loan Documents
     between said Corporation and General Electric Capital Corporation
     for itself and as agent for certain participants, and all
     agreements, documents, and instruments in connection therewith, and
     that the execution and delivery of any such Loan Documents, and all
     agreements, documents, and instruments in connection therewith for
     and on behalf of said Corporation is not prohibited by or in any
     manner restricted by the terms of said Corporation's Certificate of
     Incorporation, its by-laws, or of any lease agreement, indenture or
     contract to which said Corporation is a party or under which it is
     bound.
     
     
     NAME OF OFFICER         TITLE OF OFFICER        SIGNATURE OF OFFICER
     
     
     
     Duane E. Wheeler      Vice President-Finance                        
     
     
     IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal
     of said Corporation this   29th   day of   January , 1997.
     
     
                             By:   Deborah A. Kream     
                             (Assistant) Secretary
     
     
          (Corporate Seal)                                                    

     
                        EXHIBIT C 
                              
     
     SEE ATTACHED PURCHASE AGREEMENT/SALES CONTRACT DATED AS OF DECEMBER
     17, 1996 BETWEEN PLYMOUTH RUBBER, INC. AND KLEINEWEFERS
     KUNSTSTOFFANLAGEN GmbH 
     
     The text of this document appears in Exhibit (10)(vi) to this From 10-Q/A 
     is incorported by reference.
     
     
                        EXHIBIT D 
                              
     
     THIS EXHIBIT D is annexed to and made a part of the Interim
     Loan and Security Agreement of even date herewith between General
     Electric Capital Corporation for itself and as agent for certain
     participants as Lender and Plymouth Rubber Company, Inc. as
     Borrower.
     
     
     
     LOAN SCHEDULE 
     
     
     LENDER:                               BORROWER: 
     
     General Electric Capital Corporation   Plymouth Rubber Company, Inc.
     for itself and as agent for certain    104 Revere Street
     participants                           Canton, MA  02021
     4 North Park Drive, Suite 500     
     Hunt Valley,  MD  21030           
     
     
     ADDITIONAL TERMS AND DEFINITIONS: 
     
     1.  Maximum Loan Commitment:  $4,550,000.00.
     
     2.  Cut-Off Date:  March 31, 1998.
     
     3.  Borrower's Down Payment:  $N/A.
     
     4.  Loan Fundings: (Borrower hereby authorizes Lender to insert
         below the date on which any Loan Funding is made and the
         amount thereof.)
     
         Funding Date:               Loan Funding Amount: 
     
         January 31, 1997              $4,050,000.00
                                                 
                                                 
     
     5.  Location of Equipment and of Additional Equipment (if
         different than Borrower's address given above.)
     
     6.  Supplier of Equipment (name and address):
     
     
     LENDER:                        BORROWER:
     
     General Electric Capital Corporation   Plymouth Rubber Company, Inc.
     for itself and as agent for 
     certain participants        
     
     
     By:___________________________________ By:_______________________________
     
     Title:________________________________ Title:____________________________
     
     Date: January 29, 1997       Date: January 29, 1997
     
         
                   
                           EXHIBIT E 
                               TO
              INTERIM LOAN AND SECURITY AGREEMENT
                DATED AS OF JANUARY ______, 1997
                                  
                    DEMAND PROMISSORY NOTE 
                        (Floating Rate)
                                 
                      January 31, 1997
                            Date
                               
      104 Revere Street, Canton, Norfolk County, MA 
      ___________________________________________________________________
     (Street Address of Maker)            (Town)       (County)      (State)
      
     
     FOR VALUE RECEIVED, Plymouth Rubber Company, Inc. (hereinafter
     called the "Maker") promises (jointly and severally, if more than
     one) to pay upon demand to the order of General Electric Capital
     Corporation for itself and as agent for certain participants
     (hereinafter called "Payee") at its office located at 4 North Park
     Drive, Suite 500, Hunt Valley, MD  21030 or at such other place as
     Payee or the holder hereof may designate, the principal sum of Four
     Million Fifty Dollars and 00/100 ($4,050,000.00), with interest
     thereon at a floating simple interest per annum rate equal to the
     sum of (a) two and 60/100 percent (2.60%) per annum (the "Fixed
     Rate") plus (b) an interest rate per annum defined as one-month
     LIBOR (London Interbank Offered Rates).  LIBOR shall mean the latest
     monthly average of one month maturity as indicated in the "Money
     Rates" section  of the Wall Street Journal. as last published as of
     the first business day of the preceding month in which an
     installment of interest is due.  The floating simple interest per
     annum rate of interest as determinable herein shall hereafter be
     referred to as the "Monthly Rate".
      
     The Maker shall, without demand, pay to Payee on the first day of
     each calendar month, until such time as this Note has been paid in
     full, all interest accrued hereunder during the preceding calendar
     month.
      
     This Note is given in connection with and secured by an Interim
     Loan and Security Agreement, dated as of January 29, 1997 between
     Payee and the Maker (the "Agreement").
     
     All payments shall be paid in lawful money of the United States. 
     The acceptance by Payee or the holder hereof of any payment which is
     less than payment in full of all amounts due and owing at such time
     shall not constitute a waiver of Payee's or the holder's right to
     receive payment in full at such time or at any prior or subsequent
     time.  All payments shall be applied first to interest and then to
     principal.
      
     Time is of the essence hereof.  If any payment of principal and
     interest or any other sum due under this Note or the Agreement is
     not paid within ten (10) days after demand or the due date (as the
     case may be), the Maker agrees to pay a late charge of five cents
     ($.05) per dollar on, and in addition to, the amount of each such
     payment, but not exceeding any lawful maximum.  The Maker agrees
     that upon the failure of the Maker to make payment of any amount due
     hereunder within ten (10) days after demand or the same becomes due
     and payable or upon the happening of any Default under the
     Agreement, the entire principal sum remaining unpaid, together with
     all accrued interest thereon and any other sum payable under this
     Note or the Agreement, shall, at the election of Payee or the holder
     hereof, immediately become due and payable, with interest thereon at
     18% per annum or the highest rate allowable by law (whichever is
     lower) from the date of such accelerated maturity until paid.
      
     
     The Maker and all sureties, endorsers, guarantors or any others
     who may at any time become liable for the payment hereof jointly and
     severally consent of, and all substitutions or releases of security
     or of any party primarily or secondarily liable on this Note or the
     Agreement or any term and provision of either, which may be made,
     granted or consented to by Payee or the holder hereof, and agree
     that suit may be brought and maintained against any one or more of
     them, at the election of Payee or the holder hereof, without joinder
     of any other as a party thereto, and that Payee or the holder hereof
     shall not be required first to foreclose, proceed against, or
     exhaust any security hereof in order to enforce payment of this
     Note.  The Maker and all sureties, endorsers, guarantors or any
     others who may at any time become liable for the payment hereof
     jointly and severally hereby waive presentment,  protest, notice of
     protest, notice of dishonor, and all other notices in connection
     herewith, as well as filing of suit (if permitted by law) and
     diligence in collecting this Note or enforcing any of the security
     hereof, and agree to pay (if permitted by law) all expenses incurred
     in collection, including Payees reasonable attorney's fees if placed
     with an attorney for the collection hereof, or if prohibited by law,
     such lesser sum as may not be so prohibited, and hereby waive all
     benefits of valuation, appraisement and exemption laws.
     
     Notwithstanding the foregoing, in no event shall the interest to
     be charged hereunder exceed the maximum which Payee is lawfully
     entitled to collect from the Maker.
     
     
                                         PLYMOUTH RUBBER COMPANY, INC.
      
     
                                       By:                         
                                               (Witness)                       
     
     
     
     
          
                       EXHIBIT F
     
                    PROMISSORY NOTE
     
     
                        ________
     
     104 Revere Street, Canton, Norfolk County, MA 02021
     
                                                                                
     
     FOR VALUE RECEIVED, Plymouth Rubber Company, Inc. ("Maker") promises,
     jointly and severally if more than one, to pay to the order of
     General Electric Capital Corporation for itself and as agent for
     certain participants or any subsequent holder hereof (each, a
     "Payee") at its office located at 4 North Park Drive, Suite 500, Hunt
     Valley, MD 21030 or at such other place as Payee or the holder
     hereof may designate, the principal sum of                         
                                    Dollars ($                 ), with
     interest thereon, from the date hereof through and including the
     dates of payment, at a fixed interest rate of percent (            
                          %) per annum, to be paid in lawful money of the
     United States, in one hundred nineteen (119) consecutive monthly
     installments of principal and interest ("Periodic Installment") and
     a final installment which shall be in the amount of the total
     outstanding principal and interest.  Periodic Installments 1-60 will
     be equal to             ($             ) and Periodic Installments
     61-119 will be equal to                 ($             ).  The first
     Periodic Installment shall be due and payable on                   
                         and the following Periodic Installments and the
     final installment shall be due and payable on the same day of each
     succeeding month (each, a "Payment Date").  Such installments have
     been calculated on the basis of a 360 day year of twelve 30-day
     months.  Each payment may, at the option of the Payee, be calculated
     and applied on an assumption that such payment would be made on its
     due date.
     
     The acceptance by Payee of any payment which is less than payment in
     full of all amounts due and owing at such time shall not constitute
     a waiver of Payee's right to receive payment in full at such time or
     at any prior or subsequent time.
     
     The Maker hereby expressly authorizes the Payee to insert the date
     value is actually given in the blank space on the face hereof and on
     all related documents pertaining hereto.
     
     This Note shall be secured by a security agreement, chattel
     mortgage, pledge agreement or like instrument (each of which is
     hereinafter called a "Security Agreement.")
     
     Time is of the essence hereof.  If any installment or any other sum
     due under this Note or any Security Agreement is not received within
     ten (10) days after its due date, the Maker agrees to pay, in
     addition to the amount of each installment or other sum, a late
     payment charge of five percent (1%) of the amount of said
     installment or other sum, but not exceeding any lawful maximum.  If
     (I) Maker fails to make payment of any amount due hereunder within
     ten (10) days after the same becomes due and payable; or (ii) Maker
     is in uncured or unwaived default under, or fails to perform under
     any term or condition contained in any Security Agreement, then the
     entire principal sum remaining unpaid, together with all accrued
     interest thereon and any other sum payable under this Note or any
     Security Agreement, at the election of Payee, shall immediately
     become due any payable, with interest thereon at the lesser of
     twelve percent (12%) per annum or the highest rate not prohibited by
     applicable law from the date of such accelerated maturity until paid
     (both before and after any judgment).
     
     The Maker may prepay in full, but not in part, its entire
     indebtedness hereunder upon payment of an additional sum as a
     premium equal to the following percentages of the original principal
     balance for the indicated period:
     
     
     Prior to the third annual anniversary       
     date of this Note:                  three percent (3%)
     Thereafter and prior to the fifth annual
     anniversary date of this Note:      two percent (2%)
     Thereafter and prior to the tenth annual
     anniversary date of this Note:      one percent (1%)
     and zero percent (0%) thereafter, plus all other
     sums due hereunder or under any Security Agreement.
     
     It is the intention of the parties hereto to comply with the
     applicable usury laws; accordingly, it is agreed that,
     notwithstanding any provision to the contrary in this Note or any
     Security Agreement, in no event shall this Note or any Security
     Agreement require the payment or permit the collection of interest
     in excess of the maximum amount permitted by applicable law.  If any
     such excess interest is contracted for, charged or received under
     this Note or any Security Agreement, or if all of the principal
     balance shall be prepaid, so that under any of such circumstances
     the amount of interest contracted for, charged or received under
     this note or any Security Agreement on the principal balance shall
     exceed the maximum amount of interest permitted by applicable law,
     then in such event (a) the provisions of this paragraph shall govern
     and control, (b) neither Maker nor any other person or entity now or
     hereafter liable for the payment hereof shall be obligated to pay
     the amount of such interest to the extent that it is in excess of
     the maximum amount of interest permitted by applicable law,   any
     such excess which may have been collected shall be either applied as
     a credit against the then unpaid principal balance or refunded to
     Maker, at the option of the Payee, and (d) the effective rate of
     interest shall be automatically reduced to the maximum lawful
     contract rate allowed under applicable law as now or hereafter
     construed by the courts having jurisdiction thereof.  It is further
     agreed that without limitation of the foregoing, all calculations of
     the rate of interest contracted for, charged or received under this
     Note or any Security Agreement which are made for the purpose of
     determining whether such rate exceeds the maximum lawful contract
     rate, shall be made, to the extent permitted by applicable law, by
     amortizing, prorating, allocating and spreading in equal parts
     during the period of the full stated term of the indebtedness
     evidenced hereby, all interest at any time contracted for, charged
     or received from Maker or otherwise by Payee in connection with such
     indebtedness; provided, however, that if any applicable state law is
     amended or the law of the United States of America preempts any
     applicable state law, so that it becomes lawful for the Payee to
     receive a greater interest per annum rate than is presently allowed,
     the Maker agrees that, on the effective date of such amendment or
     preemption, as the case may be, the lawful maximum hereunder shall
     be increased to the maximum interest per annum rate allowed by the
     amended state law or the law of the United States of America.
     
     The Maker and all sureties, endorsers, guarantors or any others
     (each such person, other than the Maker, an "Obligor") who may at any
     time become liable for the payment hereof jointly and severally
     consent hereby to any and all extensions of time, renewals, waivers
     or modifications of, and all substitutions or releases of, security
     or of any party primarily or secondarily liable on this Note or any
     Security Agreement or any term and provision of either, which may be
     made, granted or consented to by Payee, and agree that suit may be
     brought and maintained against any one or more of them, at the
     election of Payee without joinder of any other as a party thereto,
     and that Payee shall not be required first to foreclose, proceed
     against, or exhaust any security hereof in order to enforce payment
     of this Note.  The Maker and each Obligor hereby waives presentment,
     demand for payment, notice of nonpayment, protest, notice of
     protest, notice of dishonor, and all other notices in connection
     herewith, as well as filing of suit (if permitted by law) and
     diligence in collecting this Note or enforcing any of the security
     hereof, and agrees to pay (if permitted by law) all expenses
     incurred in collection, including Payee's reasonable attorneys'
     fees.
     
     
     
     
     THE MAKER HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL
     OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF,
     DIRECTLY OR INDIRECTLY, THIS NOTE, ANY OF THE RELATED DOCUMENTS, ANY
     DEALINGS BETWEEN MAKER AND PAYEE RELATING TO THE SUBJECT MATTER OF
     THIS TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR THE
     RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN MAKER AND PAYEE.  THE
     SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND
     ALL DISPUTES THAT MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT
     LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND
     ALL OTHER COMMON LAW AND STATUTORY CLAIMS.)  THIS WAIVER IS
     IRREVOCABLE MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN
     WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
     RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE, ANY RELATED
     DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS
     TRANSACTION OR ANY RELATED TRANSACTION.  IN THE EVENT OF LITIGATION,
     THIS NOTE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
     
     This Note and any Security Agreement constitute the entire agreement
     of the Maker and Payee with respect to the subject matter hereof and
     supersedes all prior understandings, agreements and representations,
     express or implied.
     
     No variation or modification of this Note, or any waiver of any of
     its provisions or conditions, shall be valid unless in writing and
     signed by an authorized representative of Maker and Payee.  Any such
     waiver, consent, modification or change shall be effective only in
     the specific instance and for the specific purpose given.
     
     Any provision in this Note or any Security Agreement which is in
     conflict with any statute, law or applicable rule shall be deemed
     omitted, modified or altered to conform thereto.
     
     
     
                                            Plymouth Rubber Company, Inc.
     
     
     
                                         By:                       (L.S.)
     (Witness)                               (Signature)
     
     
                                                                        
     (Print name)                       Print name (and title, 
                                                         if applicable)
     
     
                                                                       
     (Address)                          (Federal tax identification 
                                                              number)