TERM NOTE


$9,000,000.00                                        May 31, 1996


     FOR VALUE RECEIVED, the undersigned, AFGL INTERNATIONAL,
INC. (the "Borrower"), promises to pay to the order of
INTERNATIONALE NEDERLANDEN (U.S.) CAPITAL CORPORATION, a Delaware
corporation (the "Lender"), at the times and in the manner
provided in the Credit Agreement referenced hereinafter, the
principal sum of NINE MILLION AND NO/100 DOLLARS ($9,000,000.00)
or, if less, the outstanding principal amount of the Term Loan
made by the Lender pursuant to that certain Credit Agreement,
dated as of May 31, 1996 (as amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement";
capitalized terms used herein and not defined herein shall have
the meaning ascribed to them in the Credit Agreement),by and
among the Borrower, the various lenders (including the Lender) as
are, or may from time to time become, parties thereto, and
Internationale Nederlanden (U.S.) Capital Corporation, as Agent
for the Lenders (the "Agent") .  Notations indicating the
principal amount of the Term Loan made by the Lender pursuant to
the Credit Agreement and all payments on account of the principal
thereof may be endorsed by the holder hereof on the grid Schedule
attached to this Note, as provided in the Credit Agreement.

     The unpaid principal amount of this Note from time to time
shall bear interest as provided in Section 3.4 of the Credit
Agreement.  All payments of principal of and interest on this
Note shall be payable in lawful currency of the United States of
America to the account designated by the Agent (and as to which
the Agent has notified the Borrower) in immediately available
funds in accordance with Section 3.6 of the Credit Agreement.

     This Note is a Term Note referenced in, and evidences
Indebtedness incurred under, the Credit Agreement, to which
reference is made for a description of the security for this Note
and for a statement of the terms and conditions on which the
Borrower is permitted and required to make prepayments and
repayments of principal of the Indebtedness evidenced by this
Note and on which such Indebtedness may be declared to be or may
automatically become immediately due and payable.

     THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

     The Borrower hereby waives all requirements as to diligence,
presentment, demand of payment, protest and notice of any kind
with respect to this Note.  All amounts owing hereunder are
payable by the Borrower without relief from any valuation or
appraisal laws.

                              AFGL INTERNATIONAL, INC.
                              
                              By:   /s/
                                 Gary S. Goldstein, President

                              Attest:   /s/
                                 Barry S. Roseman, Secretary

                                   [CORPORATE SEAL]