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                                 EXHIBIT 10.44
                               FORM OF TERM NOTE

$5,333,333.33                                                 New York, New York
                                                                January 12, 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 Five Million Three Hundred Thirty Three
Thousand Three Hundred Thirty Three Dollars and Thirty Three Cents
($5,333,333.33). The principal amount of this Term Note shall be payable in
installments in amounts equal to the Lender's Term Loan Commitment Percentage of
the amounts set forth on Schedule 2.2 to the Credit Agreement. Such installments
shall be payable on the dates set forth on Schedule 2.2 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 Term Note is authorized to, and so long as
it holds this Term Note shall, record the date, Type and amount of each Term
Loan made by the Lender pursuant to Section 2.1 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 Term Note or under the Credit Agreement.

                  This Term Note is one of the Term Notes referred to in the
Credit Agreement, dated as of January 12, 1998 (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.


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

                  This Term 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