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                                                                   EXHIBIT 10.17

THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
OR AN EXEMPTION FROM REGISTRATION THEREUNDER. PRIOR TO ANY SALE OR TRANSFER OF
THIS CERTIFICATE, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT COVERING SUCH SALE OR TRANSFER, THE H OLDER HEREOF SHALL HAVE DELIVERED
TO THE ISSUER HEREOF (THE "COMPANY") AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH SALE OR TRANSFER IS EXEMPT
FROM REGISTRATION UNDER THE ACT.

THE SECURITIES REPRESENTED BY THIS NOTE ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER PURSUANT TO THE TERMS OF THAT CERTAIN INTERCREDITOR AGREEMENT DATED AS
OF JUNE 28, 2001 AMONG THE COMPANY, TRIM SYSTEMS, LLC, TEMPRESS, INC., 1363880
ONTARIO INC., J2R PARTNERS II-B, U.S.BANK NATIONAL ASSOCIATION AND COMERICA
BANK, AS AGENT AND AS A BANK. A COPY OF SUCH RESTRICTIONS SHALL BE FURNISHED
WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

                          TRIM SYSTEMS OPERATING CORP.
                                 PROMISSORY NOTE

Date of Issuance:  June 28, 2001                                      $6,850,000

      Trim Systems Operating Corp., a Delaware corporation (the "Company"),
hereby promises to pay to the order of 1363880 Ontario Inc., an Ontario
corporation ("Onex"), the principal amount of SIX MILLION EIGHT HUNDRED FIFTY
THOUSAND AND NO/100 DOLLARS ($6,850,000) together with interest thereon
calculated from the date hereof (the "Date of Issuance") in accordance with the
provisions of this Note. For purposes hereof, "Notes" shall mean this Note and
any Note issued upon transfer of all or any portion of this Note.

            1.    Payment of Interest.

            (a)   Interest Rate. Except as otherwise expressly provided herein,
interest shall accrue at the rate of Prime plus 1.25% per annum (computed on the
basis of a 360-day year and the actual number of days elapsed in any year)(the
"Interest Rate") on the unpaid principal amount of this Note outstanding from
time to time and including the Date of Issuance hereof, or (if less) at the
highest rate then permitted under applicable law.

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            (b)   Payment. The Company shall pay to the holder of this Note all
accrued interest on the last Business Day of each month (each, a "Monthly
Payment Date"), beginning June 30, 2001, provided, however, that, if a
Constraining Circumstance exists and is continuing on such payment date, only
those funds which could be paid without a Constraining Circumstance occurring
and continuing shall be used to pay interest to the holders of the Notes. Unless
prohibited under applicable law, any accrued interest which is not paid on the
date on which it is due and payable shall bear interest at the same rate at
which interest is then accruing on the principal amount of this Note until such
interest is paid. Interest shall accrue on any principal payment due under this
Note until such time as payment therefor is actually delivered to the holder of
this Note. Any accrued interest which for any reason has not theretofore been
paid shall be paid in full on the date on which the final principal payment on
this Note is made. If an Event of Default has occurred and is continuing,
interest shall accrue at the rate of Prime plus 3.25% per annum on the unpaid
principal amount of this Note outstanding from time to time and on accrued
interest which is not paid on the date on which it is due and payable.

            2.    Payment of Principal on Note.

            (a)   Scheduled Payments. The Company shall pay the principal amount
of this Note (or if the principal amount then outstanding on this Note is less
than such amount, the remaining principal then outstanding), together with all
accrued and unpaid interest on June __, 2006.

            (b)   Prepayments. The Company may, at any time and from time to
time without premium or penalty, prepay all or any portion of the outstanding
principal amount of the Notes; provided, that, (i) such prepayment is not
prohibited by the provisions of the Intercreditor Agreement and (ii) the Company
prepays the Onex/J2R Notes pro-rata according to their outstanding principal
amounts. In connection with each prepayment of principal hereunder, the Company
shall also pay all accrued and unpaid interest on the principal amount of the
Onex/J2R Notes being repaid. To exercise its option to make any optional
prepayment hereunder, the Company must give the holder hereof written notice of
such prepayment not less than five days and not more than thirty days prior to
the date fixed for such prepayment, specifying the date of proposed prepayment,
the aggregate principal amount of all Onex/J2R Notes to be prepaid on such date,
the aggregate amount of interest to be paid with such aggregate prepayment of
principal on such date, the principal amount of this Note to be prepaid on such
date, and the amount of interest to be paid with such prepayment of principal on
this Note.

            (c)   Acceleration. If a Proceeds Sharing Event has occurred,
subject to the provisions of the Intercreditor Agreement, the holder may declare
all or any portion of the outstanding principal amount of this Note (together
with all accrued interest thereon and all other amounts due and payable with
respect thereto) to be immediately due and payable and may demand immediate
payment of all or any portion of the outstanding principal amount of this Note
(together with all such other amounts then due and payable). The Company shall
give prompt written notice of any such demand to the other holders of

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the Onex/J2R Notes, each of which may demand immediate payment of all or any
portion of such holder's Onex/J2R Note. If any holder or holders of the Onex/J2R
Notes demand(s) immediate payment of all or any portion of such holder's
Onex/J2R Note, the Company shall immediately pay to such holder all amounts due
and payable with respect to such holder's Onex/J2R Note.

            3.    Security. All amounts due under the Onex/J2R Notes are secured
by the Collateral also securing the obligations under the Senior Credit
Agreement and the other Senior Credit Documents, to the extent and subject to
the terms set forth in the Intercreditor Agreement.

            4.    Events of Default.

            (a)   Definition. For purposes of this Note, an Event of Default
shall be deemed to have occurred if:

                  (i)   the Company fails to pay when due and payable (whether
at maturity or otherwise) the full amount of any principal or interest payment
on any Note;

                  (ii)  the Company fails to pay when due and payable any money
under any Note, other that as set forth in subsection 4(a)(i) above within five
(5) business days after notice from any holder of the Notes that the same is due
and payable;

                  (iii) the Company fails to perform or observe any other
provision contained in the Notes, and such failure is not cured within 30 days
after the occurrence hereof;

                  (iv)  any representation or warranty, or any writing furnished
by the Company to any holder of the Notes, is false or misleading in any
material respect on the date made or furnished;

                  (v)   an Event of Default (as such term is defined in the
Senior Credit Agreement) occurs (for this purpose, any notice of an Event of
Default that the Agent may give under the Senior Credit Agreement may be given
by the holder of this Note);

                  (vi)  a Change of Control occurs;

                  (vii) any material provision of any Collateral Document shall
at any time for reason cease to be valid, binding and enforceable against the
Company or any of its Subsidiaries, as applicable, or the validity, binding
effect or enforceability thereof shall be contested by the Company or any of its
Subsidiaries or the Company or any of its Subsidiaries shall deny that it has
any or further liability or obligation under any Collateral Document, or any
Note shall be terminated, invalidated, revoked or set aside or in any way cease
to give or provide to the Lender the benefits purported to be created thereby;
or

                  (viii) the Company or any Subsidiary makes an assignment for
the benefit of creditors or admits in writing its inability to pay its debts
generally as they become due; or an order, judgment or decree is entered
adjudicating the Company or any Subsidiary bankrupt or insolvent; or

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any order for relief with respect to the Company or any Subsidiary is entered
under the Federal Bankruptcy Code; or the Company or any Subsidiary petitions or
applies to any tribunal for the appointment of a custodian, trustee, receiver or
liquidator of the Company or any Subsidiary, or of any substantial part of the
assets of the Company or any Subsidiary, or commences any proceeding (other than
a proceeding for the voluntary liquidation and dissolution of any Subsidiary)
relating to the Company or any Subsidiary under any bankruptcy reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law of
any jurisdiction; or any such petition or application is filed, or any such
proceeding is commenced, against the Company or any Subsidiary and either (A)
the Company or any such Subsidiary by any act indicates its approval thereof,
consent thereto or acquiescence therein or (B) such petition, application or
proceeding is not dismissed within 60 days.

            The foregoing shall constitute Events of Default whatever the reason
or cause for any such Event of Default and whether it is voluntary or
involuntary or is effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body.

                  (b)   Consequences of Events of Default.

                  (i)   If an Event of Default of the type described in
subparagraph 4(a)(viii) has occurred, the aggregate principal amount of the
Notes (together with all accrued interest thereon and all other amounts due and
payable with respect thereto) shall become immediately due and payable without
any action on the part of the holders of the Notes, and, subject to the
provisions of the Intercreditor Agreement, the Company shall immediately pay to
the holders of the Notes all amounts due and payable with respect to the Notes.

                  (ii)  If any Event of Default (other than under subparagraph
4(a)(viii)) has occurred and is continuing, the holder may declare all or any
portion of the outstanding principal amount of this Note (together with all
accrued interest thereon and all other amounts due and payable with respect
thereto) to be immediately due and payable and, subject to the provisions of the
Intercreditor Agreement, may demand immediate payment of all or any portion of
the outstanding principal amount of this Note (together with all such other
amounts then due and payable). The Company shall give prompt written notice of
any such demand to the other holders of Onex/J2R Notes, each of which may demand
immediate payment of all or any portion of such holder's Onex/J2R Note. If any
holder of the Onex/J2R Notes demands immediate payment of all or any portion of
holder's Onex/J2R Note, the Company shall immediately pay to such holder all
amounts due and payable with respect to such holder's Onex/J2R Note.

                  (iii) Each holder of the Notes shall also have any other
rights which such holder may have been afforded under any contract or agreement
at any time and any other rights which such holder may have pursuant to
applicable law.

                  (iv)  The Company hereby waives diligence, presentment,
protest and demand and notice of protest and demand, dishonor and nonpayment of
this Note, and expressly

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agrees that this Note, or any payment hereunder, may be
extended from time to time and that the holder hereof may accept security for
this Note or release security for this Note, all without in any way affecting
the liability of the Company hereunder.

                  5.    Restriction on Transfer; Participation.

                  (a)   No holder of any Note shall sell, transfer, assign,
participate, pledge or otherwise dispose of (whether with or without
consideration and whether voluntarily or involuntarily or by operation of law)
any interest in a Note, the Collateral Documents or the Intercreditor Agreement,
other than to an Affiliate of Onex or J2R or the employees of an Affiliate of
Onex or J2R without the prior written consent of the Company.

                  (b)   The holder of this Note agrees that any participation
agreement permitted hereunder shall comply with all applicable laws and shall be
subject to the following restrictions (which shall be set forth in the
applicable participation agreement):

                        (i)   such Holder shall remain the holder of its Note,
notwithstanding such participation;

                        (ii)  the participant shall have not direct rights or
remedies hereunder;

                        (iii) the participant shall not reassign or transfer, or
grant any sub-participations in its participation interest hereunder or any part
thereof; and

                        (iv)  such Holder shall retain the sole right and
responsibility to enforce the obligations of the Company relating to this Note,
the Collateral Documents and the Intercreditor Agreement including, without
limitation, the right to approve any amendment, modification or waiver of any
provision of this Note, the Collateral Documents or the Intercreditor Agreement,
except for the any amendments which may (A) reduce the principal of, or interest
on, this Note or any fees or other amounts payable hereunder, (B) postpone any
date fixed for any payment of principal of, or interest on, this Note or any
fees or other amounts payable hereunder, (C) waive any Event of Default
specified in Sections 4(a)(i) and (ii), (D) except as expressly permitted under
the Collateral Documents, release all liens and security interests in the
Collateral (provided that a participant may exercise approval rights over such
matters only on an indirect basis, acting through such Holder, and the Company
may continue to deal directly with such Holder in connection with such Holder's
rights and duties hereunder).

The amounts, terms and conditions of any participation shall be as set forth in
the participation agreement between the Holder and the party purchasing such
participation, and the Company shall not have any responsibility or obligation
with respect thereto, or to any person to whom any such participation may be
issued. No such participation shall relieve the Holder of its obligations under

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this Note, the Collateral Documents and the Intercreditor Agreement, and all
actions hereunder shall be conducted as if no such participation had been
granted.

            6.    Representations and Warranties

            (a)   Representations and Warranties of the Company. The Company
hereby represents and warrants to the holder of this Note that as of the Date of
Issuance:

                  (i)   Organization, etc. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. The Company has all requisite corporate power and authority to carry
on its businesses as now conducted and presently proposed to be conducted and to
carry out the transactions contemplated by this Agreement, except where the
failure to have such power and authority would not have a material adverse
effect upon the business or financial condition of the Company.

                  (ii)  Authorization; No Breach. The execution, delivery and
performance of this Note has been duly authorized by the Company. This Note
constitutes the valid and binding obligation of the Company enforceable in
accordance with its terms, subject to the availability of equitable remedies and
to the laws of bankruptcy and other similar laws affecting creditors' rights
generally. The execution and delivery by the Company of this Note and all other
agreements and instruments contemplated hereby and thereby to be executed by the
Company and THE OFFER, SALE AND ISSUANCE OF THE NOTES DO NOT AND WILL NOT (i)
conflict with or result in a breach of the terms, conditions or provisions of,
(ii) constitute a default under, (iii) result in the creation of any lien,
security interest, charge or encumbrance upon the Company's capital stock or
assets pursuant to, (iv) give any third party the right to accelerate any
obligation under, (v) result in a violation of, or (vi) require any
authorization, consent, approval, exemption or other action by or notice to or
filing with any court or administrative or governmental body (other than in
connection with certain state and federal securities laws) or any other third
party pursuant to, the Company's Certificate of Incorporation or Bylaws, or any
law, statute, rule, regulation, instrument, order, judgment or decree to which
the Company is subject or any agreement or instrument to which the Company is a
party, or by which its assets are bound, except where the existence of any such
conflict, breach, default, right to accelerate or violation, or the creation of
any such lien, security interest, charge or encumbrance, or the failure to
obtain, take or make any such authorization, consent, approval, exemption, other
action, notice or filing, could not reasonably be expected to, individually or
in the aggregate, have a material adverse effect on the financial condition,
operating results, assets, operations or business prospects of the Company and
its Subsidiaries taken as a whole.

            (b)   Representations and Warranties of the Holders. Each holder of
Notes hereby severally represents and warrants to and covenants and agrees with,
the Company that:

                  (i)   such holder has had an opportunity to ask questions and
receive answers concerning the terms and conditions of the securities purchased
hereunder and has had full access to such other information concerning the
Company as such holder may have requested and that in making its decision to
invest in the securities being purchased hereunder it is not in any way

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relying on the fact that any other person has decided to be a holder hereunder
or to invest in the securities; and

                  (ii)  such holder (a) is an "accredited investor" as defined
in Rule 501(a) under the Securities Act or (b) by reason of its business and
financial experience, and the business and financial experience of those
retained by it to advise it with respect to its investment in the securities
being purchased hereunder, it, together with such advisors, has such knowledge,
sophistication and experience in business and financial matters so as to be
capable of evaluating the merits and risks of its prospective investment in such
securities, is able to bear the economic risk of such investment and, at the
present time, is able to afford a complete loss of such investment.

            7.    Amendment and Waiver. Except as otherwise expressly provided
herein, the provisions of the Notes may be amended and the Company may take any
action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company has obtained the written consent of the
holders of a majority of the outstanding principal amount of the Notes.

            8.    Definitions. For purposes of the Notes, the following
capitalized terms have the following meaning.

            " Agent" means Comerica Bank, as agent under the Senior Credit
Agreement, and any successor thereto or the lead agent under the Senior Credit
Agreement.

            "Affiliates" means, with respect to any Person, each Person that
directly or indirectly controls, is controlled by, or is under common control
with such Person. "Affiliate" shall include all the partners of any Person which
is a partnership and with respect to any Person, all employees of such Person.

            "Banks" means Comerica Bank and such other financial institutions
from time to time parties to the Senior Credit Agreement as lenders and any
assignee which becomes a Bank pursuant to the terms thereof.

            "Change of Control" has the meaning ascribed to such term in the
Senior Credit Agreement.

            "Collateral" means all property or rights in which a security
interest, mortgage, lien or other encumbrance for the benefit of the Banks and
the Lender is or has been granted or arises or has arisen, under or in
connection with the Notes, the Senior Credit Agreement, the other Senior Credit
Documents, or otherwise.

            "Collateral Documents" means the Security Agreements, the Mortgages,
the Pledge Agreements and all of the other acknowledgments, certificates, stock
powers, financing statements, instruments and other security documents executed
by the Parent, the Company, Tempress, Trim or any Subsidiary in favor of the
Agent for the benefit of the Banks and the Lender and delivered to the Agent, as
security for the indebtedness under the Notes and the Senior Credit Documents,
as such

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collateral documents may be amended, restated, supplemented or otherwise
modified from time to time.

            "Constraining Circumstance" means either (i) the payment of interest
to the holder of this Note by the Company (or the payment by a Subsidiary of the
Company to the Company of funds for the purpose of paying interest to the holder
of this Note) would result in a breach by the Company (or such Subsidiary) of
one or more covenants in the Senior Credit Agreement or (ii) in the reasonable
good faith judgment of the board of directors of the Company, the Company does
not have funds available to permit it to pay accrued but unpaid interest in full
to the holder of this Note.

            "Intercreditor Agreement" means that certain Intercreditor Agreement
dated as of June 28, 2001 among the Company, Trim Systems, LLC, Tempress, Inc.,
the Agent, Comerica Bank, as a Bank, U.S. Bank National Association, as a Bank,
J2R, as a Bank, Onex, as a Bank, and the Lender, as amended, restated,
supplemented or otherwise modified from time to time.

            "J2R" means J2R Partners II-B, LLC, a Delaware limited liability
company.

            "Lender" means, collectively, the holders of the Onex/J2R Notes.

            "Mortgages" means the Amended and Restated Open End Mortgage and the
Deed of Trust Assignment of Rents, Security Agreement and Fixtures Filing,
executed and delivered by Trim and Tempress, respectively, in favor of the
Agent, as amended, restated, supplemented or otherwise modified from time to
time.

            "Onex/J2R Notes" means, collectively, the Notes and the notes issued
by the Company to (i) J2R and (ii) affiliates or employees of Onex or J2R.

            "Parent" means Trim Systems, Inc., a Delaware corporation.

            "Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.

            "Pledge Agreements" means the Pledge Agreements executed by the
Parent and the Company, as amended, restated, supplemented or otherwise modified
from time to time.

            "Prime" means the per annum rate of interest announced by Comerica
Bank, at its main office from time to time as its "Prime Rate" (it being
acknowledged that such announced rate may not necessarily be the lowest rate
charged by Comerica Bank to any of its customers), which rate of interest shall
change simultaneously with an y change in such announced rate.

                  "Proceeds Sharing Event" has the meaning ascribed to such term
in the Senior Credit Agreement.

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            "Security Agreements" means the Security Agreements executed and
delivered by the Company, Tempress and Trim in favor of the Agent, as amended,
restated, supplemented or otherwise modified from time to time.

            "Senior Credit Agreement" means the Revolving Credit and Term Loan
Agreement, dated as of October 29, 1998, among the Company, Tempress, Trim, the
financial institutions from time to time parties thereto, and the Agent, and all
guarantees, security and collateral documents and related documents delivered in
connection therewith, as such Credit Agreement may be amended, modified,
supplemented or replaced from time to time in accordance with the provisions of
the Intercreditor Agreement, including, without limitation, amendments,
modifications, supplements and restatements thereof giving effect to increases,
renewals, extensions, refundings, deferrals, restructurings, replacements or
refinancings of, or additions to, the arrangements provided in such Credit
Agreement (whether provided by the original Agent and Banks under such Credit
Agreement or a successor Agent or other Banks).

            "Senior Credit Documents" means the collective reference to the
Senior Credit Agreement and any other documents, certificates, agreements or
instruments executed pursuant to or in connection with the Senior Credit
Agreement , as such documents may be amended, restated, supplemented or
otherwise modified from time to time in accordance with the provisions of the
Intercreditor Agreement.

            "Subsidiary" means, with respect to any Person, any corporation,
limited liability company, partnership, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the partnership or other similar ownership interest thereof is at the time
owned or controlled, directly or indirectly, by any Person or one or more
Subsidiaries of that Person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association or other business entity if
such Person or Persons shall be allocated a majority of limited liability
company, partnership, association or other business entity gains or losses or
shall be or control any managing director or general partner of such limited
liability company, partnership, association or other business entity.

            "Tempress" means Tempress, Inc., a Washington corporation.

            "Trim" means Trim Systems, LLC, a Delaware limited liability
company.

            9.    Cancellation. After all principal and accrued interest at any
time owed on this Note has been paid in full, this Note shall be surrendered to
the Company for cancellation and shall not be reissued.

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            10.   Payments. All payments to be made to the holders of the Notes
shall be made in the lawful money of the United States of America in immediately
available funds.

            11.   Place of Payment. Payments of principal and interest shall be
delivered to holder hereof in immediately available funds at the following
address:

      Intermediary Bank:  Bank of America National
                          Trust & Savings Association
                          1 World Trade Centre
                          New York, NY 10048-1191
      SWIFT Code:         BOFAUS3NXXX
      ABA No:             026009593
      Beneficiary Bank:   Tornoto-Dominion Bank
                          Transit No. 1020
                          55 King Street West
                          Toronto, ON, Canada M5K 1A2
      Beneficiary:        1363880 Ontario Inc.
      Account Number:     0690-7334975

or to such other address or to the attention of such other person as specified
by prior written notice to the Company.

            12.   Governing Law. All issues and questions concerning the
construction, validity, enforcement and interpretation of this Note shall be
governed by, and construed in accordance with, the laws of the State of New
York, without giving effect to any choice of law or conflict of law rules or
provisions (whether of the State of New York or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State
of New York.

            13.   Business Days. If any payment is due, or any time period for
giving notice or taking action expires, on a day which is a Saturday, Sunday or
legal holiday in the State of New York, the payment shall be due and payable on,
and the time period shall automatically be extended to, the next business day
immediately following such Saturday, Sunday or legal holiday, and interest shall
continue to accrue at the required rate hereunder until any such payment is
made.

            14.   Intercreditor Agreement. The terms of this Note and the
indebtedness hereunder are subject to the subordination provisions and all other
terms of the Intercreditor Agreement.

                                     * * * *

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            IN WITNESS WHEREOF, the Company has executed and delivered this Note
as of the day and year first written above.

                                                  TRIM SYSTEMS OPERATING CORP.

                                                  By /S/ Carl E. Nelson
                                                     ---------------------------
                                                  Its Vice President
                                                      --------------------------
Trim Systems Operating Corp.
Promissory Note - Onex