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                                                                   EXHIBIT 10(Y)

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[LOGO] M&T Real Estate, Inc.                                       MORTGAGE NOTE
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Syracuse, New York          September 28, 2000, 199__                $850,000.00
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BORROWER: Griffin Environmental Company, Inc.
          -----------------------------------
a(n) [_] individual(s) [_] partnership [X] corporation [_] trust [_] limited
liability company [_] ________________ organized under the laws of the State of
New York  Address of residence/chief executive office: 7066 Interstate Island
--------                                               ----------------------
Road, Syracuse, NY 13209
------------------------

LENDER: M&T REAL ESTATE, INC., One Fountain Plaza, Buffalo, New York 14203-2399.

Promises to Pay. For value received, the undersigned Borrower promises to pay to
the order of the Lender at its office identified above in lawful money of the
United States and in immediately available funds, the sum of EIGHT HUNDRED FIFTY
                                                             -------------------
THOUSAND DOLLARS and 00/100 DOLLARS ($850,000.00) (the "Principle Sum") plus
---------------------------         -------------
interest on the unpaid portion of the Principal Sum, all amounts if any required
for an escrow against taxes and other charges pursuant to the Mortgage defined
below (the "Escrow"), and all Expenses (defined below).

Interest. The Borrower shall pay to the Lender interest, calculated on the basis
of a 360-day year consisting of twelve (12) 30-day months, on the outstanding
Principal Sum from and including the date of this Note to, but not including,
the Maturity Date at a rate per year that on each day shall be

      [X]   10.39% per annum.
            -----

      [_]   _____% above the rate in effect as the rate announced by
            Manufacturers and Traders Trust Company, as its prime rate of
            interest on the first day of the calendar month containing such day.

      [_]   _____% above LIBOR for a [_] one month period, [_] two month period,
            [_] three month period or [_] six month period. If no period is
            specified, a one month period shall be used. LIBOR is defined in
            Rider B attached hereto and made a part of this Note by this
            reference.

      [_] See Rider C attached hereto and made part of this Note by reference.

If no rate is specified, interest shall accrue at the Maximum Legal Rate defined
below, fixed as of the date of disbursement.

Maximum Legal Rate. It is the intent of the Lender and the Borrower that in no
event shall such interest be payable at a rate in excess of the maximum rate
permitted by applicable law (the "Maximum Legal Rate"). If this Note is for a
personal loan of less than $2,5000,000 and is secured primarily by a one- to
four-family residence, the interest rate shall not exceed 16%. Solely to the
extent necessary to prevent interest under this Note from exceeding the Maximum
Legal Rate, any amount that would be treated as excessive under a final judicial
interpretation of applicable law shall be deemed to have been a mistake and
automatically cancelled and if received by the Lender shall be refunded to the
Borrower.

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Default Rate. Upon and after the Maturity Date or the occurrence or existence of
an Event of Default under the Mortgage, the interest rate on the unpaid
Principal Sum shall be increased to 3% per year above the otherwise applicable
rate per year, effective as of the date of the default or maturity. No failure
to impose or delay in imposing this Default Rate shall be construed as a waiver
by the Lender of its right to collect interest at the Default Rate for the
period from the Maturity Date or the commencement of the default, as applicable,
to but not including the earlier of the date (a) the default is cured to the
satisfaction of the Lender in its sole discretion or (b) this Note is paid in
full.

                *the first day of the first full month following

Term. The term of this Note is 5 years from the date of issue. The Maturity Date
                               -
is October 1, 199  / 2005.
   ---------     --    --

Repayment of Principal and Interest. The Borrower shall pay the Principal Sum
and interest owing pursuant to this Note to the Lender in installments as
follows:

    (1) one installment of interest payable on the date of this Note equal in
        amount to the interest which will accrue during the period beginning on
        the date of this Note and ending on the last calendar day of the same
        month and year;

[_]     (2) _________ consecutive monthly installments of principal each in the
        amount of $_______ shall become due and payable on the first day of each
        month commencing on _________, 199_; with an equal number of
        installments of interest in amounts which may vary, which shall become
        due and payable on the first day of each such month;

        OR

[X]     (2) 60 consecutive level monthly installments consisting of both
            --
        principal and interest amortized over a period of 10 years, each
                                                          --
        installment being in the amount of $11,417.18, shall become due and
                                           ----------
        payable on the first day of each month commencing on November 1, 2000,
                                                             ----------------
        199__. If the Borrower elects a variable interest rate and there is a
        change in such interest rate, the remaining consecutive level monthly
        installments consisting of both principal and interest may be adjusted
        to reflect such change in the interest rate.

        OR

[_] (2) See Rider C attached hereto and made part of this Note by reference.

        AND

    (3) one final installment of principal, interest, premiums and Expenses to
        become due on the Maturity Date and to be equal to the total of the
        outstanding Principal Sum and all accrued and unpaid interest, premiums
        and all other amounts owing pursuant to this Note and the Mortgage and
        remaining unpaid.

Late Charge. If the Borrower fails to pay the whole or any installment of
principal or interest owing pursuant to this Note or Escrow payment owing
pursuant to the Mortgage within ten days of its due date, the Borrower shall

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immediately pay to the Lender a late charge equal to six percent (6%) of the
delinquent amount.

Application of Payments. Each payment pursuant to this Note shall be applied
first to accrued and unpaid interest, next to Principal, next to the Escrow,
next to late charges, and finally to Expenses.

Prepayment. See Rider A attached to and made part of this Note by this
reference.

Events of Default; Acceleration. This Note is secured by a mortgage dated on or
about the date of this Note [or on _____________], executed by the Borrower [or
by __________ (if Mortgagor is not Borrower)] (the "Mortgage") and is entitled
to the benefits thereof. An Event of Default under the Mortgage is an Event of
Default under this Note. All amounts under this Note shall become immediately
due and payable without any notice, demand, presentment or protest of any kind
(each of which is waived by the Borrower) (a) automatically, if the Borrower or
Mortgagor or any guarantor commences any bankruptcy or insolvency proceeding, if
voluntary, and upon the lapse of 30 days without dismissal if involuntary, (b)
at the sole option of the Lender, upon or at any time or from time to time after
the occurrence or existence of any other event or condition specified in the
Mortgage as an Event of Default and the passage of any applicable grace period,
and (c) at the sole option of the Lender, upon or at any time after the Maturity
Date, regardless of whether the Lender has accepted any partial payments after
the Maturity Date.

Right of Setoff. If an Event of Default occurs, the Lender or its agents shall
have, in addition to its other rights, the right to set off against the amounts
owing under this Note any deposit account or other property held by the Lender,
its agents or affiliates in any capacity for the Borrower, Mortgagor or any
guarantor. Such right of setoff shall be deemed to have been exercised
immediately at the time of such election.

                                                                  MRE-014 (6/97)

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Expenses. The Borrower shall pay to the Lender or its agents on demand each cost
and expense (including, but not limited to, the reasonable fees and
disbursements of counsel to the Lender or its agents, whether internal or
external and whether retained for advice, for litigation or for any other
purpose) incurred by the Lender or its agents either directly or indirectly in
connection with this Note including, without limitation endeavoring to (1)
collect any amount owing pursuant to this Note or negotiate or document a
workout or restructuring, (2) enforce or realize upon any guaranty, endorsement
or other assurance, any collateral or other security, or any subordination,
directly or indirectly securing or otherwise directly or indirectly applicable
in any such amount or (3) preserve or exercise any right or remedy of the Lender
or its agents pursuant to this Note (the "Expenses").

Joint and Several. If the Borrower is more than one legal person, each such
person is jointly and severally liable for all amounts which become due under
this Note and the term "Borrower" shall include each as well as all of them.

Cumulative Nature of the Lender's Rights and Remedies. All rights and remedies
of the Lender under applicable law, this Note, the Mortgage or any related
security agreement, guaranty or other document if any, are cumulative and not
exclusive. No single, partial or delayed exercise by the Lender or its agents of
any right or remedy shall preclude subsequent exercise by the Lender or its
agents at any time of any right or remedy of the Lender without notice. No
course of dealing or other conduct, no oral agreement or representation made by
the Lender or its agents or usage of trade shall operate as a waiver of any
right or remedy of the Lender.

Miscellaneous. This Note, with the Mortgage and any related security agreements,
guaranties or other documents, if any, contains the entire agreement between the
Lender and the Borrower with respect to the Note and Mortgage, and supersedes
every course of dealing, other conduct, oral agreement and representation
previously made by the Lender or its agents in their capacity as agents for the
Lender. No amendment or waiver of any provision of this Note shall be effective
unless specifically agreed to in writing by the Lender and the Borrower. As to
any notice by the Borrower to the Lender with regard to this Note or any
document executed in connection herewith, such notice shall not be considered
valid if sent by electronic communication (e.g., e-mail). This Note shall be
governed by the laws of the State of New York, without regard to its principles
of conflict of laws. This Note is a binding obligation enforceable against the
Borrower and its successors and assigns and shall inure to the benefit of and be
enforceable by the Lender and its successors, assigns and its agents. References
to the Lender's agent shall include, without limitation, Manufacturers and
Traders Trust Company. If a court deems any provision of this Note invalid, the
remainder of the Note shall remain in effect. Section headings are for
convenience only. Singular number includes plural and neuter gender includes
masculine and feminine as appropriate.

Borrower's Waivers and Consents. In any action or other legal proceeding
relating to this Note, the Borrower (1) consents to the personal jurisdiction of
any State or federal court located in the State of New York and (2) agrees that
in any legal proceeding, a copy of this Note kept in the Lender's course of
business may be admitted into evidence as an original.

TRIAL BY JURY. THE BORROWER AND THE LENDER EACH WAIVE ANY RIGHT TO TRIAL BY JURY
IN ANY ACTION IN CONNECTION WITH THIS NOTE.

[_]   This Note is given in replacement of and in substitution for, but not in
      payment of, a note dated _______________, 19__, in the original, principal
      amount of $__________ issued by the Borrower (or __________) to the Lender
      (or its predecessor in interest).

Preauthorized Transfers from Deposit Account. If a deposit number is provided in
the following blank, the Borrower hereby authorizes the Lender to debit the
Borrower's deposit account #______________ with the Manufacturers and Traders
Trust Company automatically for the full amount of each payment which becomes
due under this Note.

Tax ID # 16-0877949                     GRIFFIN ENVIRONMENTAL COMPANY, INC.
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                                      BY: /s/ Thomas Graziano
                                        ----------------------------------------
                                        Thomas Graziano, President

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STATE OF New York )
         --------
                   :SS.
COUNTY OF Onondaga)
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On the 28th day of September, 2000, before me personally came Thomas Graziano
       ----        ---------------                            ---------------

[_] Individual(s)       to me known and known to me to be the person(s)
                        described in and who executed the above instrument,
                        and _he (they jointly and severally) acknowledged to
                        me that _he (they) executed the same.

[_] Partnership         to me known and known to me to be a general partner of
                        the partnership described in and which executed the
                        above instrument, and _he duly acknowledged to me that
                        _he executed the above instrument for and on behalf of
                        said partnership.

[X] Corporation         to me known, who, being by me duly sworn, did depose
                        and say that _he resides at____________________________
                        __________________________________ that _he is the
                        President of Griffin Environment Company, Inc., the
                        ----------------------------------------------
                        corporation described in and which executed the above
                        instrument and the _he signed his (her) name thereto by
                        order of the board of directors of said corporation.

[_] Trust or Estate     to me known to be the [executor of the last Will and
                        testament of] [administrator of the goods, chattels and
                        credits of] ____________________, late of
                        ____________________ County, State of __________,
                        deceased; or Trustee of/under ________________________
                        of the __________________ [Town, etc.] of
                        ___________________, New York; and known to me to be the
                        person described in and who executed the foregoing
                        instrument and acknowledged that _he executed the same
                        as such [executor or administrator or trustee].

[_] LLC                 to me known, who, being duly sworn, did depose and say
                        that _he resides at ________________; that _he is the
                        _______________ of the limited liability company
                        described in and which executed the above instrument;
                        and that _he signed his (her) name thereto by order of
                        the members/managers of said limited liability company.

                                        /s/ Nancy Farrell Hussey
                                        ----------------------------------------
                                        Notary Public

                                        My commission expires __________________

                                                     NANCY FARRELL HUSSEY
                                               Notary Public, State of New York
                                                        No. 02HU6023017
                                                  Qualified in Cayuga County
                                              Commission Expires, April 30, 2001

                              FOR INTERNAL USE ONLY

Authorization Confirmed: /s/ [ILLEGIBLE]
                         -------------------------------------------------------

                                                                  MRE-014 (6/97)

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[LOGO] M&T Real Estate, Inc.
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                                   RIDER A TO

                                  MORTGAGE NOTE

                               (Yield Maintenance)

           Rider A to Mortgage Note dated September      , 1999/2000
                                          ---------------
                in the Original Principal Amount of $850,000.00
                                                    -----------
              and Executed by Griffin Environmental Company, Inc.
                              -----------------------------------

Prepayment Premium. During the term of this Note, the Borrower shall have the
option of paying the Principal Sum to the Lender in advance of the Maturity
Date, in whole or in part, at any time and from time to time upon written notice
received by the Lender at least thirty (30) days prior to making such
prepayment; provided, however, that together with such prepayment, the Borrower
shall pay to the Lender, as consideration of the privilege of making such
prepayment, a premium equal to the greater of (a) one percent (1%) of the
Principal Sum prepaid, or (b) an amount equal to the present value of the
difference between (i) the amount of interest that would have accrued on the
Principal Sum during the remaining term of the Note, at the interest rate set
forth in Note in effect on the date of prepayment and (ii) the amount of
interest that would have accrued on the Principal Sum during the remaining term
of the Note at the Current Market Rate.

Upon making any prepayment of the Principal Sum in whole, the Borrower shall pay
to the Lender all interest and Expense owing pursuant to this Note and remaining
unpaid. Each partial prepayment of the Principal Sum shall be applied in inverse
order of maturity. In the event the Maturity Date of this Note is accelerated
following an Event of Default, any tender of payment of the amount necessary to
satisfy the entire indebtedness made after such Event of Default shall be
expressly deemed a voluntary prepayment. In such a case, to the extent permitted
by law, the Lender shall be entitled to the amount necessary to satisfy the
entire indebtedness, plus the appropriate prepayment premium calculated in
accordance with this Rider.

 . "Current Market Rate" shall mean the most recent yield on United States
Treasury Obligations adjusted to a constant maturity having a term most nearly
corresponding to the term remaining from the date of prepayment to the Maturity
Date, in effect two (2) business days prior to the prepayment date as published
by the Board of Governors of the Federal Reserve System in the Federal Reserve
Statistical Release H.15 (519), or by such other quoting service, index or
commonly available source utilized by Manufacturers and Traders Trust Company.

 . "Present Value" calculation shall use the Current Market Rate as the discount
rate and shall be calculated as if each installment of the Principal Sum had
been made during the remaining term of the Note.

                                        GRIFFIN ENVIRONMENTAL COMPANY, INC.
                                        ----------------------------------------


                                   BY:  /s/ Thomas Graziano
                                        ----------------------------------------
                                        Thomas Graziano, President

MRE-004 (8/99)