EXHIBIT 10:32

                                 PROMISSORY NOTE
<TABLE>
<CAPTION>
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Principal     Loan Date    Maturity      Loan No.   Call   Collateral      Account      Officer    Initials
<S>           <C>         <C>              <C>                          <C>                <C>
$300,000      06-16-1999  06-16-2000       ***                          3200548-0401       076
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</TABLE>
         References in shaded area are for Lender's use only and do not
                 limit the applicability of this document to an
         particular loan or item. Any item above containing *** has been
                    omitted due to text length limitations.
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BORROWER:  Wellington Hall, Limited     Lender:  Lexington State Bank
           425 John Ward Road                    One LSB Plaza
           Lexington, NC 27292                   PO Box 867
                                                 Lexington, NC 27292
================================================================================

Principal Amount:     $300,000.00              Initial Rate:   8.500%
Date of Note: June 16, 1999

PROMISE  TO  PAY.  Wellington  Hall,  Limited  ('borrower")  promises  to pay to
Lexington State Bank ("Lender"),  or order, in lawful money of the United States
of America,  the  principal  amount of Three Hundred  Thousand & 00/100  Dollars
($300,000.00)  or so much as may be  outstanding,  together with interest on the
unpaid  outstanding  principal  balance  of  each  advance.  Interest  shall  be
calculated form the date of each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued  unpaid  interest on June 16, 2000. In addition,  Borrower will
pay  regular  monthly  payment of all  accrued  unpaid  interest  due as of each
payment date,  beginning July 16, 1999, 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  Lender's  Prime Rate (the
"Index").  This is the rate Lender charges, or would charge, on 90-day unsecured
loans to the most creditworthy corporate customers.  This rate may or may not be
the lowest  rate  available  from  Lender at any given  time.  Lender  will tell
Borrower the current  Index rate upon  Borrower's  request.  The  interest  rate
change will not occur more often than each day. Borrower understands that Lender
may make loans based on other rates as well.  The Index  currently is 7.750% per
annum. The interest rate to be applied to the unpaid  principal  balance of this
Note will be at a rate of 0.750 percentage  points over the Index,  resulting in
an initial rate of 8.500% 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 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  inters.  Rather,  early  payment  will reduce the  principal
balance due

LATE  CHARGE.  If a payment  is 15 days or more late  Borrower  will be  charged
4.000% of the  unpaid  portion of the  regularly  scheduled  payment.  This late
charge  shall be paid to Lender by Borrower to  compensate  Lender for  Lender's
extra costs and expenses caused by the late payment.

INTEREST  AFTER  DEFAULT.  Upon  default,  including  failure  to pay upon final
maturity,  the total sum due under this Note will bear interest from the date of
acceleration  or  maturity  at the  variable  interest  rate on this  Note.  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 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.

     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 received
     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 or 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  and if
     Borrower  gives  Lender  written  notice  of  the  creditor  or  forfeiture
     proceeding  and  deposits  with  Lender  monies  or a  surety  bond for the
     creditor or forfeiture proceeding, in an amount determine by Lender, in its
     sole discretion, as being inadequate reserve or bond

     Events Affecting Guarantor. Any of the preceding events occurs with respect
     to any guarantor,  endorser,  surety, or accommodation  party of any 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.  In the event of 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  (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 secure.

     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:  (a)
     cure the default within fifteen (15) days; or (b) if the cure requires more
     than fifteen (15) days,  immediately  initiate  steps which Lender deems in
     Lender's  sole  discretion  to  be  sufficient  to  cure  the  default  and
     thereafter  continue  and  complete  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
the loan if Borrower  does not pay.  Borrower  also will pay Lender that amount.
This includes,  subject to any limits under applicable law, Lenders'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.

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

DISHONORED  ITEM FEE.  Borrower  will pay a fee to Lender of $20.00 if  Borrower
makes a payment on Borrower's  loan and the check or  preauthorized  charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF.  Borrower grants to lender a contractual  security interest in,
and hereby  assigns,  conveys,  delivers,  pledges and transfers to Lender,  all
Borrower's right, title and interest in an to all Borrowers accounts with Lender
(whether checking,  savings, or some other account).  This includes all accounts
Borrower may open in the future. However, this does not include any IRA or Keogh
accounts, or any trust accounts for which the grant of a security interest 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.

COLLATERAL. Borrower acknowledges this Note is secured by a Deed of Trust in the
amount of $1,829,784.00 dated June 16, 1999, Trustee Services, Inc., Trustee.

Borrower acknowledges this Note is also secured by other collateral as described
in Addendum A dated June 16, 1999, executed by Wellington Hall, Limited.

LINE OF CREDIT.  This Note evidences a revolving line of credit.  Advances under
this Note, as well as directions for payment from  borrower's  accounts,  may be
requested  orally or in writing by Borrower or by an authorized  person.  Lender
may,  but need not,  require  that all oral  requests be  confirmed  in writing.
Borrower  agrees to be liable for all sums either:  (A)  advanced in  accordance
with the instructions of an authorized person or (B)

<PAGE>

                                                                          Page 2
                                PROMISSORY NOTE
                                  (Continued)
================================================================================

credited to any of Borrower's accounts with Lender. The unpaid principal balance
owing on this Note at any time may be evidence by  endorsements  on this Note or
by Lender's Internal records,  including daily computer print-outs.  Lender will
have no  obligation  to advance  funds  under this Note if: (A)  Borrower or any
guarantor  is in  default  under the terms of this  Note or any  agreement  that
Borrower or any  guarantor  has with Lender,  including  any  agreement  made in
connection  with the signing of this Note; (B) Borrower or any guarantor  ceases
doing  business or is insolvent;  (C) any guarantor  seeks,  claims or otherwise
attempts to limit,  modify or revoke such guarantor's  guarantee of this Note or
any other loan with Lender;  (D) Borrower has applied funds provided pursuant to
this Note for purposes other than those  authorized by Lender;  or (E) Lender in
good faith believes itself insecure.

ADVANCES  UNDER LINE OF CREDIT.  Unless  otherwise  instructed in writing by the
Borrower,  funds  advanced  under  this Note  shall be  credited  to  Borrowers'
Lexington State Bank Checking account NO. 0001-28103.

The following  party is authorized to request  advances under the line of credit
until Lender  receives  from  Borrower at Lender's  address  shown above written
notice of revocation of his authority: Hoyt M. Hackney, Jr.

YEAR 2000.  Borrower  warrants and represents that all software  utilized in the
conduct of its business will have appropriate capabilities and compatibility for
operation to handle  calendar dates falling on or after January 1, 2000, and all
information  pertaining to such calendar  dates, in the same manner and with the
same functionality as the software does respecting  calendar dates falling on or
before December 31, 1999.  Further the Borrower warrants and represents that the
data-related user interface  functions,  data-fields,  and data-related  program
instructions  and  functions  of the  Software  include  the  indication  of the
century.

GENERAL  PROVISIONS.  Lender may delay or forgo  enforcing  any of its rights or
remedies under this Note without losing them.  Borrower any 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 release 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 obligation
under this Note are joint and several.

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.

THIS NOTE IS GIVEN  UNDER  SEAL AND IT IS  INTENDED  THAT THIS NOTE IS AND SHALL
CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.

BORROWER:                               ATTEST: /s/ William W. Woodruff
                                                --------------------------------
                                                William W. Woodruff, Secretary

WELLINGTON HALL, LIMITED                         (CORPORATE SEAL)

By: /s/ Hoyt M. Hackney, Jr.  (Seal)    By: /s/ William W. Woodruff       (Seal)
    --------------------------              ------------------------------
    Hoyt M. Hackney, Jr. President of       William W. Woodruff, Secretary of
    Wellington Hall, Limited                Wellington Hall, Limited

<PAGE>

                                   ADDENDUM A

        REGARDING LEXINGTON STATE BANKS' (LENDER) PROMISSORY NOTES, DATED
      JUNE 16, 1999 EXECUTED BY WELLINGTON HALL, LIMITED (BORROWER) IN THE
               RESPECTIVE AMOUNTS OF $1,529,784.00 AND $300,000.00

The above-referenced  Promissory Notes are secured by the following  collateral.
The documents below have been executed by Wellington Hall, Limited:

*    Deed of Trust in the amount of $1,829,784.00  dated June 16, 1999,  Trustee
     Services, Inc., Trustee

*    Deed of Trust in the amount of  $650,000.000  dated April 15, 1987,  Joe H.
     Leonard, Trustee

*    Deed of Trust in the amount of $420,000.00  dated February 17, 1984, Joe H.
     Leonard, Trust

*    Commercial  Pledge  Agreement  dated June 16, 1999 covering  Assignments of
     Life Insurance Policies:

     1.   Policy Nos.  3058458 and 3069359 by General  American  Life  Insurance
          company on the life of Hoyt Milton Hackney, Jr.

     2.   Policy No.  VIYW004826 by CNA/Valley  Forge Life Insurance  Company on
          the life of Arthur F. Bingham.

*    Commercial  Security  Agreement  dated June 16, 1999  covering all Accounts
     Receivable,  Equipment,  Machinery,  Furniture  and  Fixtures  now owned or
     hereafter acquired.

*    Business Loan Agreement dated June 16, 1999.

Acknowledge and agreed this 16th day of June, 1999, this Addendum shall continue
in full force and effect until such time as all of Borrower's  loans in favor of
Lender  have  been  paid in  full,  in  principal,  interest,  costs,  expenses,
attorneys'  fees, and other fees and charges,  or until such time as the parties
may agree in writing to terminate this Agreement.

WELLINGTON HALL, LIMITED

By: /s/ Hoyt M. Hackney, Jr.            ATTEST: /s/ William W. Woodruff
    ----------------------------                --------------------------------
    Hoyt M. Hackney, Jr.                        William W. Woodruff


BY: /s/ William W. Woodruff
    ----------------------------
       William W. Woodruff              (CORPORATE SEAL)