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                                                       EXHIBIT 10.10(b)(1)


                                     NOTE

$24,500,000                                                    June 15, 1994
                                                           Chicago, Illinois


        On or before the Termination Date (as defined in the Credit Agreement
referred to below), the undersigned, for value received, promises to pay to the
order of Continental Bank N.A., at the principal office of Continental Bank
N.A. (the "Agent"), in Chicago, Illinois, Twenty Four Million Five Hundred
Thousand Dollars ($24,500,000) or, if less, the aggregate unpaid amount of all
Loans made by the payee to the undersigned pursuant to the Credit Agreement (as
shown in the records of the payee or, at the payee's option, on the schedule
attached hereto and any continuation thereof).

        The undersigned further promises to pay interest on the unpaid
principal amount of each Loan evidenced hereby from the date of such Loan until
such Loan is paid in full, payable at the rate(s) and at the time(s) set forth
in the Credit Agreement. Payments of both principal and interest are to be made 
in lawful money of the United States of America.

        This Note evidences indebtedness incurred under, and is subject to the
terms and provisions of, the Credit Agreement, dated as of May 6, 1994 (herein,
as amended or otherwise modified from time to time, called the "Credit
Agreement"), between the undersigned, certain financial institutions (including
the payee) and the Agent, to which Credit Agreement reference is hereby made
for a statement of the terms and provisions under which this Note may or must
be paid prior to its due date or may have its due date accelerated.

        In addition to and not in limitation of the foregoing and the
provisions of the Credit Agreement, the undersigned further agrees, subject
only to any limitation imposed by applicable law, to pay all reasonable
expenses, including reasonable attorneys' fees and legal expenses, incurred by
the holder of this Note in endeavoring to collect any amounts payable hereunder
which are not paid when due, whether by acceleration or otherwise.

        This Note is made under and governed by the internal laws of the State
of Illinois.

                                          LARIZZA INDUSTRIES, INC.



                                          By  /s/ TERENCE C. SEIKEL
                                             Title  CFO


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Schedule Attached to Note dated June 15, 1994 of LARIZZA INDUSTRIES, INC.,
payable to the order of Continental Bank N.A.

Date and            Date and
Amount of           Amount of     
Loan or of          Repayment or of
conversion from     conversion into                  Unpaid
another type of     another type of   Interest       Principal     Notation 
Loan                Loan              Period         Balance       Made by

                           1.  FLOATING RATE LOANS












                             2.  EURODOLLAR LOANS