Prepared by MERRILL CORPORATION




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Exhibit 10.2  


[BAR
CODE]

*20000012172900000090050D20* 


 
 

PROMISSORY NOTE    
  



	Principal
	 	Loan Date
	 	Maturity
	 	Loan No.
	 	Call / Coll
	 	Account
	 	Officer
	 	Initials

	$500,000.00	 	09-11-2001	 	09-20-2002	 	9005	 	402 / 302	 	E121729	 	JRM0G	 	 




References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item.

Any item above containing ***** has been omitted due to text length limitations. 






	Borrower:	 	R-B Rubber Products, Inc.

904 E. 10th Avenue

McMinnville, OR 97128	 	Lender:	 	KeyBank National Association

OR-MM-Willamette Valley SLM CBC

416 State St.

Salem, OR 97301








	Principal Amount: $500,000.00	 	Initial Rate: 6.500%	 	Date of Note: September 11, 2001





    PROMISE TO PAY.  R-B Rubber Products, Inc. ("Borrower") promises to pay to KeyBank National Association ("Lender"), or
order, in lawful money of the United States of America, the principal amount of Five Hundred Thousand & 00/100 Dollars ($500,000.00), together with interest on the unpaid principal balance from
September 11, 2001, until paid in full. 


    PAYMENT.  Borrower will pay this loan in one principal payment of $500,000.00 plus interest on September 20,
2002. This payment due on September 20, 2002, will be for all principal and all accrued interest not yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid
interest due as of each payment date, beginning October 20, 2001, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required
by applicable law, payments will be applied first to accrued unpaid interest, then to principal, and any remaining amount to any unpaid collection costs and late charges. The annual interest rate for
this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the
actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. 



    VARIABLE INTEREST RATE.  The interest rate on this Note is subject to change from time to time based on changes in an
index which is the Prime Rate announced by Lender (the "Index"). The Index
is not necessarily the lowest rate charged by Lender on its loans and is set by Lender in its sole discretion. If the Index becomes unavailable during the term of this loan, Lender may designate a
substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day that the Index
changes. The interest rate will change automatically and correspondingly on the date of each announced change of the Index by Lender. Borrower understands that Lender may make loans based on other
rates as well. The Index currently is 6.500% per annum. The Interest rate to be applied to the unpaid principal balance of this Note will be at a rate equal to the Index,
resulting in an initial rate of 6.500% per annum. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. 






    PREPAYMENT.  Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the
loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty
all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under
the payment schedule. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If
Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written
communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with
other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: KeyBank National Association, OR-MM-Willamette Valley SLM CBC, 416 State St., Salem,
OR 97301. 


    LATE CHARGE.  If a payment is 16 days or more late, Borrower will be charged 5.000% of
the unpaid portion of the regularly scheduled payment or $50.00, whichever is greater.  


     INTEREST AFTER DEFAULT.  Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable
law, increase the variable interest rate on this Note to 3.000 percentage points over the Index. The interest rate will not exceed the maximum rate permitted by applicable law. 



    DEFAULT.  Each of the following shall constitute an event of default ("Event of Default") under this Note: 



    Payment Default.  Borrower fails to make any payment when due under this Note: 


    Other Defaults.  Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained
in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. 



    Default in Favor of Third Parties.  Borrower or any Grantor defaults under any loan, extension of credit, security
agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note
to perform Borrower's obligations under this Note or any of the related documents. 


    False Statements.  Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's
behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. 



    Insolvency.  The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the
appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or
insolvency laws by or against Borrower. 


    Creditor or Forfeiture Proceedings.  Commencement of foreclosure or forfeiture proceedings, whether by judicial
proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of
Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the
claim which is the basis of the creditor or forfeiture proceeding [??? is line of copy missing?] of the indebtedness or any guarantor, endorser, surety, or accommodation party
dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may,
but 









shall not be required to, permit the guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of
Default. 


    Change in Ownership.  Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower. 


    Adverse Change.  A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of
payment or performance of this Note is impaired. 


    Insecurity.  Lender in good faith believes itself insecure. 


    Cure Provisions.  If any default, other than a default in payment is curable and if Borrower has not been given a notice
of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured (and no event of default will have occurred) if Borrower, after receiving written notice from
Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps
which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon
as reasonably practical. 




    LENDER'S RIGHTS.  Upon default, Lender may declare the entire unpaid principal balance on this Note and all accrued
unpaid interest immediately due, and then Borrower will pay that amount. 


    ATTORNEYS' FEES; EXPENSES.  Lender may hire or pay someone else to help collect this Note if Borrower does not pay.
Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including
attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay
any court costs, in addition to all other sums provided by law. 


    JURY WAIVER.  Lender and Borrower hereby waive the right to any jury trial in any action,
proceeding, or counterclaim brought by either Lender or Borrower against the other.  


     GOVERNING LAW.  This Note will be governed by, construed and enforced in accordance with federal law and the laws of the
State of Oregon. This Note has been accepted by Lender in the State of Oregon.  


    RIGHT OF SETOFF.  To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether
checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA
or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts. 



    SUCCESSOR INTERESTS.  The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal
representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. 


    GENERAL PROVISIONS.  Lender may delay or forgo enforcing any of its right or remedies under this Note without losing
them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the
terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All
such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify 







this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note as joint and several. 



    UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY US (LENDER) AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE
NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY US TO BE ENFORCEABLE.  


    PRIOR TO SIGNED THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE
PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.  


    BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.  


 BORROWER:  


 R-B RUBBER PRODUCTS, INC.  



	By:	/s/ RONALD L. BOGH   
 Ronald L. Bogh, President of R-B Rubber Products, Inc.	 	 











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