Installment Promissory Note

EXHIBIT 10.9


INSTALLMENT PROMISSORY NOTE
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$300,000.00 March 31, 1992 - ----------- --------------


FOR VALUE RECEIVED, the Undersigned (hereinafter the "Debtor") promises (jointly and severally, if more than one) to pay to the order of VETROTEX CERTAINTEED CORPORATION (hereinafter "Vetrotex CertainTeed") at its offices in Valley Forge, Pennsylvania, or at such other place as may be designated by Vetrotex CertainTeed, the principal sum of THREE HUNDRED THOUSAND DOLLARS ($300,000.00).

Principal (on the unpaid principal balance at the aforesaid rate) shall be payable in nineteen (19) consecutive installments commencing on October 1, 1992, and continuing on the 1st day of each third month thereafter until the final installment which is payable on April 1, 1997; said installments to be payable as shown on Exhibit "A" attached hereto and incorporated herein by reference.


PREPAYMENT: This Note may be prepaid at any time, in whole or in part, without premium or penalty; provided, however, that partial prepayments shall be applied to unpaid principal balance in the inverse order of the installments thereof.


DEFAULTS: The Debtor shall be in default hereunder upon the occurrence of any of the following events: (a) the nonpayment when due of any amount payable on the indebtedness evidenced by this Note and said default continues for a period of thirty (30) days; (b) if the Debtor becomes insolvent or makes an assignment for the benefit of creditors, or if any petition is filed by or against the Debtor under any provision of any law or statue alleging that such Debtor is insolvent or unable to pay debts as they mature; (c) any information heretofore or hereafter furnished to Vetrotex CertainTeed by the Debtor in connection herewith should be materially false; (d) the failure of the Debtor to furnish such financial and other information as Vetrotex CertainTeed may reasonably request; (e) if the Debtor or the presently existing shareholders of the Debtor shall enter into an agreement for the sale or transfer of shares representing ownership in the Debtor or if a transfer of shares or ownership interests shall take place, other than a transfer of shares between existing shareholders or family


members of existing shareholders, without the prior written consent of Vetrotex CertainTeed; (f) the Debtor shall default in the performance of any material obligation under a certain Security Agreement of even date herewith between the Debtor and payee hereof and such default continues for a period of thirty (30) days after written notice thereof.


RIGHTS AND REMEDIES OF VETROTEX CERTAINTEED: Whenever the Debtor shall be in default hereunder, unless Vetrotex CertainTeed elects otherwise, the entire unpaid amount of ...