Exhibit 10.39 - Promissory Note
                                 Promissory Note

                               Leslie-Locke, Inc.

$7,000,000                                                       June 13, 1997

      Leslie-Locke, Inc., a Delaware corporation (the "Company"), for value
received, hereby promises to pay to The Pender County Industrial Facilities and
Pollution Control Financing the Authority (the "Issuer"), or assigns, on June 1,
the principal sum of SEVEN MILLION DOLLARS ($7,000,000) subject to prior
payment, with interest on the unpaid principal sum, from June 13, 1997, until
said principal sum shall be paid, and to the extent permitted by law, interest
on overdue installments of such interest, at the then interest rate provided in
the Bonds, as hereinafter defined. Interest hereunder shall be payable at the
time interest is payable on the Bonds.

      Payments shall be made in lawful money of the United States of America in
immediately available funds on the date payment is due, at the principal
corporate trust office of Norwest Bank Minnesota, National Association (the
"Trustee"), in Minneapolis, Minnesota, or at such other place as the Trustee may
direct in writing.

      Anything herein to the contrary notwithstanding, any amount held by the
Trustee in the Bond Fund referred to in the Indenture, hereinafter defined,
shall be credited against the next succeeding payment hereunder and shall reduce
the payment to be made by the Company. If the amount held by the Trustee in the
Bond Fund should be sufficient to pay at the times required the principal of,
premium, if any, and interest on the Bonds then remaining unpaid and to pay all
fees and expenses of the Trustee and the Paying Agents accrued and to accrue
through final payment of the Bonds, then the Company shall not be obligated to
make any further payments hereunder, except to the extent losses may be incurred
in connection with investment of moneys in the Bond Fund.

      The Issuer, by the execution of the Indenture, as hereinafter defined, and
the assignment form at the foot of this Note, is assigning this Note and the
payments thereon to the Trustee acting pursuant to an Indenture of Trust dated
as of June 1, 1997 (the "Indenture"), between the Issuer and the Trustee as
security for the Issuer's $7,000,000 Industrial Development Revenue Bonds
(Leslie-Locke, Inc. Project), Series 1997 (the "Bonds"), as defined in the
Indenture, all as issued pursuant to the Indenture. Payments of principal of and
interest on this Note shall be made directly to the Trustee for the account of
the Issuer pursuant to such assignment and applied only to the principal of and
interest on the Bonds. All obligations of the Company hereunder shall terminate
when all sums due and to become due pursuant to the Indenture, this Note, the
Loan Agreement, hereinafter defined, and the Bonds have been paid.
<PAGE>

      In addition to the payments of principal and interest specified in the
first paragraph hereof, the Company shall also pay such additional amounts, if
any, which, together with other moneys available therefor pursuant to the
Indenture, may be necessary to provide for payment when due of principal of
(whether at maturity, by acceleration, upon purchase, upon call for mandatory,
extraordinary or optional redemption, or otherwise), premium, if any, and
interest on the Bonds.

      The Company shall have the option or may be required to prepay this Note
in whole or in part upon the terms and conditions and in the manner specified in
the Loan Agreement dated as of June 1, 1997 (the "Loan Agreement"), between the
Issuer and the Company.

      This Note is issued pursuant to the Loan Agreement in satisfaction of the
Company's payment obligation in Section 4.1 thereof and is entitled to the
benefits and subject to the conditions thereof, including the provisions of
Section 4.2 thereof that the Company's obligations thereunder and hereunder
shall be unconditional as provided in such Section 4.2. All the terms,
conditions and provisions of the Loan Agreement and the applicable provisions of
the Bonds and the Indenture are, by this reference thereto, incorporated herein
as a part of this Note.

      In case an Event of Default, as defined in the Loan Agreement, shall
occur, the principal of and interest on this Note may be declared immediately
due and payable as provided in the Loan Agreement. This Note shall be governed
by, and construed in accordance with, the laws of the State of North Carolina.

      IN WITNESS WHEREOF, the Company has caused this Note to be executed in its
corporate name and its seal to be hereunto affixed and attested by its duly
authorized officers, all as of the date first above written.

                                        LESLIE-LOCKE, INC.


Attest:


By:                                     By:
   ------------------------                 -------------------------
          Secretary                                 President
<PAGE>

                                   ASSIGNMENT

      The Pender County Industrial Facilities and Pollution Control Financing
Authority (the Issuer), hereby irrevocably assigns, without recourse, the
foregoing Note to Norwest Bank Minnesota, National Association, Trustee under an
Indenture of Trust dated as of June 1, 1997 (the Indenture), between the Issuer
and the Trustee, and hereby directs Leslie-Locke, Inc. (the Company) as the
maker of the Note to make all payments of principal of and interest thereon
directly to the Trustee at its principal corporate trust office in Minneapolis,
Minnesota, or at such other place as the Trustee may direct in writing. Such
assignment is made as security for the payment of the Issuer's $7,000,000
Industrial Development Revenue Bonds (Leslie-Locke, Inc. Project), Series 1997,
issued pursuant to the Indenture.

                                       THE PENDER COUNTY INDUSTRIAL
                                       FACILITIES AND POLLUTION CONTROL
                                       FINANCING AUTHORITY



                                       By:
                                            ---------------------------------
                                            Chairman, Board of Commissioners

              , 1997
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