EXHIBIT 10.14

SECURED PROMISSORY NOTE


$2,000,000.00         			September __, 1998

FOR VALUE RECEIVED, the undersigned, METRISA, INC., a 
Delaware corporation ("Maker"), promises to pay to the order of 
SIRROM INVESTMENTS, INC., a Tennessee corporation ("Payee"; 
Payee and any subsequent holder[s] hereof are hereinafter referred to 
collectively as "Holder"), at the office of Payee at Sirrom Investments, 
Inc., P.O. Box 30443, Nashville, TN  37241-0443, or at such other place 
as Holder may designate to Maker in writing from time to time, the 
principal sum of up to TWO MILLION AND NO/100THS DOLLARS 
($2,000,000.00) or so much thereof as is disbursed hereunder, together 
with interest on the outstanding principal balance hereof from the date 
hereof at the rate of thirteen and three-quarters percent (13.75%) per 
annum (computed on the basis of a 360-day year).

Interest only on the outstanding principal balance hereof shall be 
due and payable monthly, in arrears, with the first installment being 
payable on the first (1st) day of November, 1998, and subsequent 
installments being payable on the first (1st) day of each succeeding 
month thereafter until October 1, 2003 (the "Maturity Date"); provided, 
that payments of principal (plus accrued and outstanding interest) shall 
be made in accordance with the following schedule:

Date					Principal 
Due

October 1, 2000				$   200,000
October 1, 2001				$   250,000
October 1, 2002				$   300,000
October 1, 2003				$1,250,000

The indebtedness evidenced hereby may be prepaid in whole or 
in part, at any time and from time to time, without premium or penalty.  
Any such prepayments shall be credited first to any accrued and unpaid 
interest and then to the outstanding principal balance hereof.

Time is of the essence of this Note.  It is hereby expressly agreed 
that in the event that any Event of Default shall occur under and as 
defined in that certain Loan Agreement of even date herewith, between 
Maker and Payee (the "Loan Agreement"), which Event of Default is not 
cured following the giving of any applicable notice and within any 
applicable cure period set forth in the Loan Agreement, then, and in such 
event, the entire outstanding principal balance of the indebtedness 
evidenced hereby, together with any other sums advanced hereunder, 
under the Loan Agreement and/or under any other instrument or 
document now or hereafter evidencing, securing or in any way relating 
to the indebtedness evidenced hereby, together with all unpaid interest 
accrued thereon, shall, at the option of Holder and without notice to 
Maker, at once become due and payable and may be collected forthwith, 
regardless of the stipulated date of maturity.  Upon the occurrence of any 
Event of Default as set forth herein, at the option of Holder and without 
notice to Maker, all accrued and unpaid interest, if any, shall be added to 
the outstanding principal balance hereof, and the entire outstanding 
principal balance, as so adjusted, shall bear interest thereafter until paid 
at an annual rate (the "Default Rate") equal to the lesser of (i) the rate 
that is three percentage points (3.0%) over existing rate in excess of the 
above-specified interest rate, or (ii) the maximum rate of interest allowed 
to be charged under applicable law (the "Maximum Rate"), regardless of 
whether or not there has been an acceleration of the payment of principal 
as set forth herein.  All such interest shall be paid at the time of and as a 
condition precedent to the curing of any such Event of Default.

In the event this Note is placed in the hands of an attorney for 
collection, or if Holder incurs any costs incident to the collection of the 
indebtedness evidenced hereby, Maker and any endorsers hereof agree to 
pay to Holder an amount equal to all such costs, including without 
limitation all reasonable attorneys' fees and all court costs.

Presentment for payment, demand, protest and notice of demand, 
protest and nonpayment are hereby waived by Maker and all other 
parties hereto.  No failure to accelerate the indebtedness evidenced 
hereby by reason of an Event of Default hereunder, acceptance of a past-
due installment or other indulgences granted from time to time, shall be 
construed as a novation of this Note or as a waiver of such right of 
acceleration or of the right of Holder thereafter to insist upon strict 
compliance with the terms of this Note or to prevent the exercise of such 
right of acceleration or any other right granted hereunder or by 
applicable law.  No extension of the time for payment of the 
indebtedness evidenced hereby or any installment due hereunder, made 
by agreement with any person now or hereafter liable for payment of the 
indebtedness evidenced hereby, shall operate to release, discharge, 
modify, change or affect the original liability of Maker hereunder or that 
of any other person now or hereafter liable for payment of the 
indebtedness evidenced hereby, either in whole or in part, unless Holder 
agrees otherwise in writing.  This Note may not be changed orally, but 
only by an agreement in writing signed by the party against whom 
enforcement of any waiver, change, modification or discharge is sought.

The indebtedness and other obligations evidenced by this Note 
are further evidenced by (i) the Loan Agreement and (ii) certain other 
instruments and documents, as may be required to protect and preserve 
the rights of Maker and Payee, as more specifically described in the 
Loan Agreement.

All agreements herein made are expressly limited so that in no 
event whatsoever, whether by reason of advancement of proceeds 
hereof, acceleration of maturity of the unpaid balance hereof or 
otherwise, shall the amount paid or agreed to be paid to Holder for the 
use of the money advanced or to be advanced hereunder exceed the 
Maximum Rate.  If, from any circumstances whatsoever, the fulfillment 
of any provision of this Note or any other agreement or instrument now 
or hereafter evidencing, securing or in any way relating to the 
indebtedness evidenced hereby shall involve the payment of interest in 
excess of the Maximum Rate, then, ipso facto, the obligation to pay 
interest hereunder shall be reduced to the Maximum Rate; and if from 
any circumstance whatsoever, Holder shall ever receive interest, the 
amount of which would exceed the amount collectible at the Maximum 
Rate, such amount as would be excessive interest shall be applied to the 
reduction of the principal balance remaining unpaid hereunder and not to 
the payment of interest.  This provision shall control every other 
provision in any and all other agreements and instruments existing or 
hereafter arising between Maker and Holder with respect to the 
indebtedness evidenced hereby.

This Note is intended as a contract under and shall be construed 
and enforceable in accordance with the laws of the State of Tennessee, 
except to the extent that federal law may be applicable to the 
determination of the Maximum Rate.

Maker hereby irrevocably consents to the jurisdiction of the 
United States District Court for the Middle District of Tennessee and of 
all Tennessee state courts sitting in Davidson County, Tennessee, for the 
purpose of any litigation to which Lender may be a party and which 
concerns this Note or the indebtedness evidenced hereby.  It is further 
agreed that venue for any such action shall lie exclusively with courts 
sitting in Davidson County, Tennessee, unless Holder agrees to the 
contrary in writing.

HOLDER AND MAKER HEREBY KNOWINGLY AND 
VOLUNTARILY WITH THE BENEFIT OF COUNSEL WAIVE 
TRIAL BY JURY IN ANY ACTIONS, PROCEEDINGS, CLAIMS OR 
COUNTER-CLAIMS, WHETHER IN CONTRACT OR TORT OR 
OTHERWISE, AT LAW OR IN EQUITY, ARISING OUT OF OR IN 
ANY WAY RELATING TO THIS AGREEMENT OR THE LOAN 
DOCUMENTS.

As used herein, the terms "Maker" and "Holder" shall be deemed 
to include their respective successors, legal representatives and assigns, 
whether by voluntary action of the parties or by operation of law.

	MAKER:

	METRISA, INC.
	a Delaware corporation


	By:_________________________

	Title:________________________


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