Prepared by MERRILL CORPORATION




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Exhibit 10.1  


[BAR
CODE]

*20000012172910100395010D20* 


 
 

PROMISSORY NOTE    
  



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

	$1,000,000.00	 	09-11-2001	 	 	 	1010039501	 	402 / 402	 	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: $1,000,000.00	 	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, on demand, the principal amount of One Million & 00/100 Dollars ($1,000,000.00) or so much as may be outstanding, together with interest on the
unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance. 


    PAYMENT.  Borrower will pay this loan immediately upon Lender's demand. Payment in full is due immediately upon Lender's
demand. Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning October 1, 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 of accrued unpaid interest. 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 regularly scheduled interest 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. If Lender demands payment of this loan, and Borrower
does not pay the loan in full within 16 days after Lender's demand, Borrower also will be charged either 5.000% of the unpaid portion of the sum of the unpaid principal
plus accrued unpaid interest 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. 



    LENDER'S RIGHTS.  Upon Lender's demand, 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. 


    LINE OF CREDIT.  This Note evidences a revolving line of credit. Advances under this Note may be requested orally by
Borrower or as provided in this ????. All oral requests shall be confirmed in writing on the day of the request. All communications, instructions, or directions by telephone or those authorized to
borrow have authority to draw against the accounts. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including
daily computer print-outs. 






    PRIOR NOTE.  This Note is a renewal of the promissory note from Borrower to Lender dated July 31, 1998 in the
original principal amount of $1,000,000.00. 



    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 are 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 SIGNING 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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PROMISSORY NOTE