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                                 EXHIBIT 10.46
                         FORM OF ACQUISITION LOAN NOTE


$9,333,333.33                                                 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 the lesser of (a)
Nine Million Three Hundred Thirty Three Thousand Three Hundred Thirty Three and
Thirty Three Cents ($9,333,333.33) 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