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                                 EXHIBIT 10.56
                         FORM OF ACQUISITION LOAN NOTE


$8,166,666.66                                                New York, New York
                                                             March 15, 1999


         FOR VALUE RECEIVED, the undersigned DENALI INCORPORATED, a Delaware
corporation (the "Borrower"), hereby unconditionally promises to pay to the
order of _____________________________ (the "Lender"), at the office of Canadian
Imperial Bank of Commerce located at 425 Lexington Avenue, New York, New York
10017 in lawful money of the United States of America and in immediately
available funds, the principal amount of the lesser of (a) Eight Million One
Hundred Sixty Six Thousand Six Hundred Sixty Six Dollars and Sixty Six Cents
($8,166,166.66) and (b) the aggregate unpaid principal amount of all Acquisition
Loans made by the Lender to the undersigned pursuant to Section 3.1 of the
Credit Agreement referred to below. Such installments shall be payable on the
dates and in the amounts set forth on Schedule 3.2 to the Credit Agreement.

         The undersigned further agrees to pay interest in like money at such
office on the unpaid principal amount hereof from time to time from the date
hereof at the rates per annum and on the dates as provided in Section 6.1 of
the Credit Agreement referred to below, until paid in full (both before and
after judgment).

         The holder of this Acquisition Note is authorized to, and so long as
it holds this Note shall, record the date, Type and amount of each Acquisition
Loan made by the Lender pursuant to Section 3.1 of the Credit Agreement, each
Continuation thereof and each Conversion of all or a portion thereof to another
Type pursuant to Section 6.2 of the Credit Agreement, the date and amount of
each payment or prepayment of principal thereof and, in the case of Eurodollar
Loans, the length of each Interest Period and the Eurodollar Rate with respect
thereto, on the schedules annexed hereto and constituting a part hereof, or on
a continuation thereof which shall be annexed hereto and constitute a part
hereof, and any such recordation shall constitute prima facie evidence of the
accuracy of the information so recorded, provided that failure of the Lender to
make any such recordation (or any error in such recordation) shall not affect
the obligations of the Borrower under this Acquisition Note or under the Credit
Agreement.



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         This Acquisition Note is one of the Acquisition Notes referred to in
the Credit Agreement, dated as of January 12, 1999 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the
Borrower, the lenders from time to time parties thereto (the "Lenders")
Canadian Imperial Bank of Commerce, as administrative agent for the Lenders
thereunder, and ING (U.S.) Capital LLC, as documentation agent, is entitled to
the benefits thereof, is secured as provided therein and is subject to optional
and mandatory prepayment in whole or in part as provided therein. Terms used
herein which are defined in the Credit Agreement shall have such defined
meanings unless otherwise defined herein or unless the context otherwise
requires.

         Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid on this
Note shall become, or may be declared to be, immediately due and payable, all
as provided therein.

         The Borrower expressly waives diligence, presentment, protest, demand
and other notices of any kind.

         This Acquisition Note shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.

                              DENALI INCORPORATED

                              By  /s/ R. Kevin Andrews
                                  ----------------------------
                                Name:  R. Kevin Andrews
                                Title: CFO/Treasurer




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