EXHIBIT 10.23













                                 PROMISSORY NOTE
    
$1,000,000.00                                                   January 2, 1996
    
         DAVID R. HAMILTON, a resident of the State of Illinois (the
"Borrower"), for value received, hereby acknowledges himself indebted and
promises to pay to the order of CHEMICAL LEAMAN CORPORATION, a Pennsylvania
corporation (the "Company") the principal sum of One Million Dollars
($1,000,000.00), together with interest thereon as herein specified.
    
         The principal amount of this Promissory Note shall be payable in lawful
money of the United States on December 31, 2004.
    
         The Borrower shall pay interest on the outstanding principal balance of
this Promissory Note at a rate equal to 6.50% per annum. Interest shall be
payable in lawful money of the United States in arrears beginning on December
31, 1996 and annually thereafter.
    
         The Borrower may prepay this Promissory Note in whole or in part at any
time and from time to time without penalty, in each case with accrued interest
to the date of such prepayment on the principal amount being prepaid.
    
         The Borrower shall be in default hereunder upon the occurrence of any
of the following events (each an "Event of Default"): (i) the continuance for
ten (10) days of any default in the payment when due of principal or interest
hereunder, or of any portion thereof; (ii) the institution by or against the
Borrower of any bankruptcy, insolvency, reorganization, arrangement, debt
adjustment, receivership, liquidation or dissolution proceeding which, if
instituted against the Borrower, is consented to by the Borrower or remains
undismissed for sixty (60) days; (iii) the adjudication of the Borrower as a
bankrupt or the appointment of a trustee or receiver for all or any part of the
Borrower's property; or (iv) the making by the Borrower of the assignment for
the benefit of creditors.
    
         Upon the occurrence of any Event of Default, the entire unpaid balance
of principal, together with all accrued interest thereon, shall, at the option
of the Company, become immediately due and payable without presentment, demand
or further action of any kind.
    
         The Borrower hereby waives presentment, demand, notice of nonpayment,
protest, notice of protest or other notice of dishonor, any and all other
notices in connection with any default in the payment of, or any enforcement of
the payment of, all amounts hereunder. To the extent permitted by law, the
Borrower waives the right to any stay of execution and the benefit of all
exemption laws now or hereafter in effect. The Borrower further waives and
releases all errors, defects and imperfections in any proceedings instituted by
the Company under the terms of this Promissory Note.




    
         If the indebtedness represented by this Promissory Note or any part
hereof shall be collected at law or in equity, bankruptcy, receivership, or
other court proceedings, or this Promissory Note shall be placed in the hands of
attorneys for collection after default, the Borrower agrees to pay, in addition
to principal and interest due and payable herein, all cost of collecting or
attempting to collect the amounts due under this Promissory Note, including
reasonable attorneys' fees and expenses. If suit or action is filed in
connection herewith, the Borrower also agrees to pay reasonable attorneys' fees
and expenses at trial and on appeal.
    
         This Promissory Note shall be deemed to be governed by, and interpreted
under, the laws of the Commonwealth of Pennsylvania, without regard to its
principles of conflicts of laws.
    
         IN WITNESS WHEREOF, the undersigned has caused this Promissory Note to
be signed as of the 2nd day of January, 1996.
    

/s/ Donna Friedburg                         By: /s/ David R. Hamilton
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Witness                                         David R. Hamilton