Exhibit 99.4

THE RIGHTS OF THE SECURED PARTIES UNDER THIS PATENT SECURITY
AGREEMENT ARE SUBJECT TO AND GOVERNED BY THE TERMS OF A
SUBORDINATION AGREEMENT OF EVEN DATE HEREWITH BY AND
BETWEEN THE UNDERSIGNED SECURED PARTIES AND LASALLE BANK
NATIONAL ASSOCIATION.

PATENT SECURITY AGREEMENT

THIS PATENT SECURITY AGREEMENT ("AGREEMENT") is dated as of October ___,
2002, by and between PLYMOUTH RUBBER COMPANY, INC. , a Massachusetts
corporation
("PLEDGOR"), with its mailing address at 104 Revere Street, Canton,
Massachusetts 02021;
GENERAL ELECTRIC CAPITAL CORPORATION, individually and as agent ("GE CAPITAL"),
with
its mailing address at 44 Old Ridgebury Road, Danbury, Connecticut 06810; THE
CIT
GROUP/EQUIPMENT FINANCING, INC. ("CIT"), with its mailing address at 1540
Fountainhead
Parkway, Tempe, Arizona 85282; and BANKNORTH, N.A. ("BANKNORTH"), with its
mailing
address at One Portland Square, Portland, Maine 04112-9540. Hereafter, GE
CAPITAL, CIT, and
BANKNORTH are collectively referred to as the "SECURED PARTIES."

NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and
adequacy of which are hereby acknowledged, the PLEDGOR agrees with the SECURED
PARTIES
as follows:

Section 1. Defined Terms. As used in this AGREEMENT, the terms set forth in
this Section 1 have the meanings set forth below, unless the specific context
of this AGREEMENT
clearly requires a different meaning. Terms defined in this Section 1 or
elsewhere in this
AGREEMENT are in all capital letters throughout this AGREEMENT. The singular
use of any
defined term includes the plural and the plural use includes the singular.

Section 1.1 "BANKNORTH LOANS". The term "BANKNORTH LOANS" means
collectively the following term loans that have been extended to the PLEDGOR
and are evidenced,
respectively, by the following instruments with the following maturity dates:

(i) Promissory Note from the PLEDGOR as maker dated November 25, 1998,
as modified, in the originally stated principal amount of $1,339,031.88 and an
unpaid principal
balance as of October 1, 2002 of $794,623.78 with interest accruing thereon at
the rate of seven
and 10/100's percent (7.10%) per annum and a final maturity date of August 1,
2008;

(ii) Promissory Note from the PLEDGOR as maker dated June 30, 1999, as
modified, in the originally stated principal amount of $867,743.00 and an
unpaid principal balance
as of October 1, 2002 of $617,739.69, with interest accruing thereon at the
rate of eight and
39/100's percent (8.39%) per annum and a final maturity date of August 1, 2008;

(iii) Promissory Note from the PLEDGOR as maker dated March 3, 2000, as
modified, in the originally stated principal amount of $810,249.90 and an
unpaid principal balance
as of October 1, 2002 of $676,205.34, with interest accruing thereon at the
rate of nine and
11/100's percent (9.11%) per annum and a final maturity date of August 1, 2008;
and

(iv) Promissory Note from the PLEDGOR as maker dated on or about May 3,
2000, as modified, in the originally stated principal amount of $161,313.39 and
an unpaid principal
balance as of October 1, 2002 of $139,214.52, with interest accruing thereon at
the rate of nine
and 5/100's percent (9.05%) per annum and a final maturity date of August 1,
2008.

Section 1.2 The term "CIT LEASES" means collectively: (a) the Equipment Lease
Schedule No. Five (CIT No. 65169) dated as accepted by the Lessor thereunder
on November 20,
1997 to a Master Equipment Lease Agreement (No. 941229DIR) dated as accepted
by the Lessor
thereunder on April 25, 1995 by and between the PLEDGOR and Champion Credit
Corporation,
with respect to which the aggregate amount of rental payments as of October 1,
2002 remaining
to be paid thereunder is $198,127.09, and the final rental payment is due on
March 1, 2003; and
(b) the Equipment Lease Schedule No. Eight (CIT No. 81488) dated as accepted
by the Lessor
thereunder on June 12, 1998 to a Master Equipment Lease Agreement
(No. 941229DIR) dated as
accepted by the Lessor thereunder on April 25, 1995 by and between the
PLEDGOR and
Champion Credit Corporation, with respect to which the aggregate amount of
unpaid principal
payments as of October 1, 2002 remaining to be paid thereunder is $288,103.51
and the final
rental payment is due on December 1, 2003.

Section 1.3 "EVENT OF DEFAULT" means any event, condition, or omission,
which, after the expiration of any applicable rights of notice or cure,
constitutes a violation or default
under the SECURED PARTY DOCUMENTS or pursuant to any other agreement executed
from
time to time by the PLEDGOR to or for the benefit of the SECURED PARTIES which
evidences
or relates or pertains to any of the OBLIGATIONS.

Section 1.4 "GE LOANS. The term "GE LOANS" means collectively the following
term loans that have been extended to the PLEDGOR and are evidenced,
respectively, by the
following instruments with the following maturity dates:

(i) Promissory Note from the PLEDGOR as maker dated December 3, 1997,
as modified, in the originally stated principal amount of $4,050,000 and an
unpaid principal balance
as of October 1, 2002 of $2,484,607.43, with interest accruing thereon at the
rate of eight and
54/100's percent (8.54%) per annum and a final maturity date of October 1,
2005;

(ii) Promissory Note from the PLEDGOR as maker dated April 13, 1998, as
modified, in the originally stated principal amount of $3,710,000 and an unpaid
principal balance
as of October 1, 2002 of $1,789,992.18, with interest accruing thereon at the
rate of eight and
4/100's percent (8.04%) per annum and a final maturity date of October 1, 2005;


(iii) Promissory Note from the PLEDGOR as maker dated November 12, 1998,
as modified, in the originally stated principal amount of $450,000 and an
unpaid principal balance
as of October 1, 2002 of $216,300.99, with interest accruing thereon at the
rate of seven and
75/100's percent (7.75%) per annum and a final maturity date of October 1,
2005;
(iv) Promissory Note from the PLEDGOR as maker dated December 30, 1999,
as modified, in the originally stated principal amount of $550,000 and an
unpaid principal balance
as of October 1, 2002 of $430,958.91, with interest accruing thereon at the
rate of eight and
75/100's percent (8.75%) per annum and a final maturity date of October 1,
2005;

(v) Promissory Note from the PLEDGOR as maker dated June 5, 2000, as
modified, in the originally stated principal amount of $1,469,978.50 and an
unpaid principal balance
as of October 1, 2002 of $1,291,525.78, with interest accruing thereon at the
rate of nine and
56/100's percent (9.56%) per annum and a final maturity date of October 1,
2005; and
(vi) Promissory Note from the PLEDGOR as maker dated August 24, 2000, as
modified, in the originally stated principal amount of $1,104,077 and an unpaid
principal balance
as of October 1, 2002 of $999,226.07, with interest accruing thereon at the
rate of eight and
9805/10,000's percent (8.9805%) per annum and a final maturity date of October
1, 2005.

Section 1.5 "LASALLE" means LaSalle Bank National Association, or any
successor or successors in interest as lender to the PLEDGOR.

Section 1.6 "OBLIGATIONS" means the obligations of the PLEDGOR to pay to
the SECURED PARTIES all sums due to the SECURED PARTIES arising out of or
related to the
GE LOANS, the BANKNORTH LOANS, the CIT LEASES, or the SECURED PARTY
DOCUMENTS. The term "OBLIGATIONS" shall not include any other financings,
loans,
obligations, or leases, whether currently existing or arising in the future.

Section 1.7 "PATENTS" means all right, title and interest of the PLEDGOR,
whether now owned or existing or hereafter acquired or arising, in, to, under
or by virtue of all
patents and patent applications granted by or pending in the United States
Patent and Trademark
Office in the name of the PLEDGOR, including, without limitation, all of the
inventions and
improvements described or claimed therein, together with: (a) any reissues,
divisions,
continuations, continuations-in-part, certificates of re-examination and
extensions thereof; (b) all
present and future rights of the PLEDGOR under all present and future license
agreements relating
thereto, whether the PLEDGOR is licensee or licensor thereunder; (c) all
income, royalties,
damages and payments now or hereafter due or payable to the PLEDGOR
thereunder or with
respect thereto, including without limitation, damages and payments for past,
present or future
infringements thereof; (d) all present and future claims, causes of action,
and rights to sue for past,
present or future infringements thereof; (e) all general intangibles, proceeds
and products related
thereto; and (f) all rights corresponding thereto throughout the world.
"PATENTS," as defined
above shall include, without limitation, the United States patents and patent
applications listed on
Exhibit A attached hereto and incorporated herein by reference.

Section 1.8 "SECURED PARTY DOCUMENTS" means all agreements,
instruments and documents, including without limitation, security agreements,
equipment leases,
schedules, collateral schedules, notes, assignments, and all other written
matter, whether
heretofore, now, or hereafter executed by or on behalf of the PLEDGOR to or
for the benefit of any
of the SECURED PARTIES which evidence, secure or otherwise relate or pertain
to the GE
LOANS, the BANKNORTH LOANS, or the CIT LEASES.

Section 1.9 "SUBORDINATION AGREEMENT" means the Subordination
Agreement of even date herewith by and between LASALLE and the SECURED PARTIES.

Section 2. Grant Of Security Interest. As security for the complete and timely
payment,
performance and satisfaction of all of the OBLIGATIONS, the PLEDGOR hereby
mortgages,
pledges, and hypothecates unto the SECURED PARTIES and the SECURED PARTIES'
successors and assigns, upon the following terms and conditions, and hereby
grants to the
SECURED PARTIES and the SECURED PARTIES' successors and assigns, a security
interest
in and to all of the PLEDGOR'S right, title and interest in, under or by
virtue of the PATENTS,
whether now owned or existing or hereafter acquired, and in the products and
proceeds thereof.
The security interests granted by the PLEDGOR to the SECURED PARTIES hereunder
shall
automatically attach to and include all rights to any PATENTS which are
subsequently obtained by
the PLEDGOR after the date of this AGREEMENT or to any licenses thereof. The
PLEDGOR
hereby irrevocably and unconditionally authorizes the SECURED PARTIES to
modify and amend
from time to time this AGREEMENT and Exhibit A hereto to include any such
additional PATENTS
or licenses, without any further assent or signature of the PLEDGOR. Future
advances are
intended to be secured. The pledges and security interests granted hereunder
by PLEDGOR are
subordinate to the pledges and security interests of LASALLE therein as set
forth in the
SUBORDINATION AGREEMENT.

Section 3. Additional Patents. If, before the OBLIGATIONS shall have been
satisfied
in full, the PLEDGOR shall: (a) obtain rights to any PATENTS not listed on
EXHIBIT A, or to any
licenses relating to any such PATENTS; or (b) become entitled to the benefit
of any PATENT not
listed on EXHIBIT A hereto or to the benefit of any license renewal, the
security interest of the
SECURED PARTIES granted hereunder shall automatically attach thereto and the
other provisions
of Section 2 shall automatically apply thereto and the PLEDGOR shall give
prompt written notice
thereof to the SECURED PARTIES. The PLEDGOR irrevocably and unconditionally
authorizes
the SECURED PARTIES to modify this AGREEMENT by amending Exhibit A to include
any such
additional PATENTS, without any further assent or signature of the PLEDGOR
until the
OBLIGATIONS have been satisfied in full. The PLEDGOR shall, promptly after
request by the
SECURED PARTIES, and at the PLEDGOR'S expense, execute and deliver to the
SECURED
PARTIES, in form and content reasonably satisfactory to the SECURED PARTIES
and in proper
form for filing in the United States Patent and Trademark Office, such
security agreements,
assignments or other documents as may be reasonably required by the SECURED
PARTIES in
order to reflect of record the SECURED PARTIES' interest therein pursuant to
this AGREEMENT
and the SECURED PARTY DOCUMENTS.

Section 4. Representations And Warranties. The PLEDGOR represents and warrants
that: (a) Exhibit A hereto includes all PATENTS owned by the PLEDGOR as of the
date hereof,
each of the PATENTS described on Exhibit A is subsisting, valid, unexpired and
enforceable, none
of such PATENTS has been adjudged invalid, expired or unenforceable in whole or
in part, and
none of such PATENTS has been abandoned; (b) no claim has been made that the
use of any of
the PATENTS does or may violate the rights of any third person; (c) the
PLEDGOR is the sole and
exclusive owner of the entire unencumbered right, title and interest in and to
each of the PATENTS,
free and clear of any liens, charges and encumbrances, including without
limitation pledges,
security interests, assignments, licenses, franchise agreements, registered
user agreements and
covenants by the PLEDGOR not to sue third persons; (d) the PLEDGOR has the
unqualified right
to enter into this AGREEMENT and to perform its terms; and (e) the PLEDGOR
has used, and will
continue to use for the duration of this AGREEMENT, proper statutory notice
and markings in
connection with its making, using or selling goods and/or processes or methods
covered by the
PATENTS.

Section 5. Maintenance of Patents; Prosecution Of Applications And Proceedings.
The
PLEDGOR shall maintain the registration of the PATENTS, and shall take all
actions necessary
to maintain, preserve and continue the validity and enforceability of the
PATENTS, including but
not limited to the filing of applications for renewal, affidavits of use,
affidavits of incontestability and
institution and maintenance of opposition, concurrent use, interference and
cancellation
proceedings, and the payment of any and all application, renewal, extension or
other fees. The
PLEDGOR shall have the duty, through counsel acceptable to the SECURED PARTIES,
to
prosecute diligently any PATENT applications of the PATENTS pending as of the
date of this
AGREEMENT or thereafter until the OBLIGATIONS shall have been paid in full, to
make federal
application on registrable but unregistered PATENTS, to file and prosecute
opposition, concurrent
use and cancellation proceedings and to do any and all acts which are necessary
or desirable to
preserve and maintain all rights in the PATENTS. The PLEDGOR shall not, without
the express
written consent of the SECURED PARTIES, sell or assign its interest in, or
grant any license under,
any of the PATENTS. The PLEDGOR shall not, without the SECURED PARTIES' prior
written
consent, enter into any agreement (for example, a license agreement) which is
inconsistent with
the PLEDGOR'S obligations under the SECURED PARTY DOCUMENTS, and the PLEDGOR
further agrees that it shall not take any action, or permit any action to be
taken by others subject
to its control, including licensees, or fail to take any action, which would
materially adversely affect
the validity or enforcement of the rights transferred to the SECURED PARTIES
under this
AGREEMENT. The PLEDGOR shall not abandon any PATENTS (including applications
for
PATENTS) without the express written consent of the SECURED PARTIES. Any
expenses
incurred in connection with the PATENTS shall be borne by the PLEDGOR. The
PLEDGOR
hereby agrees to reimburse and indemnify the SECURED PARTIES for all damages,
costs and
expenses, including attorney's fees, incurred by the SECURED PARTIES in the
fulfillment of the
provisions of this Section.

Section 6. Rights Upon The Occurrence Of An Event Of Default. Upon the
occurrence
of an EVENT OF DEFAULT but subject to the restrictions set forth in the
SUBORDINATION
AGREEMENT, in addition to all other rights and remedies available under the
SECURED PARTY
DOCUMENTS or under applicable law, including but not limited to the rights of
a secured party
under the Uniform Commercial Code in effect from time to time in Massachusetts,
the SECURED
PARTIES shall have the right at any time (but shall have no obligation) to:
(a) take exclusive
possession and/or place a custodian in exclusive possession of any or all of
the PATENTS from
time and to time; (b) take, in its name or in the name of the PLEDGOR or
otherwise, such actions
as the SECURED PARTIES may, at any time or from time to time, deem necessary
to maintain,
protect, sell, liquidate, transfer, license, assign or otherwise dispose of or
realize upon the
PATENTS, upon such terms and conditions as it may deem advisable and at such
prices as it may
deem best, for cash or on credit or for future delivery without assumption of
any credit risk; (c) use,
operate, manage, and control the PATENTS in any lawful manner; and (d)
collect and receive all
income, revenue, earnings, issues, and profits therefrom. Notice of any sale
or other disposition
shall be given to the PLEDGOR at least ten (10) days before the time of any
intended public sale
or of the time after which any intended private sale or other disposition of
the COLLATERAL is to
be made, which the PLEDGOR hereby agrees shall be commercially reasonable
notice of such
sale or other disposition. At any such sale or other disposition, the SECURED
PARTIES may, to
the extent permissible under applicable law, purchase the whole or any part
of the PATENTS, free
from any right of redemption on the part of the PLEDGOR, which right is hereby
waived and
released to the extent lawfully permitted. The PLEDGOR shall remain liable for
any deficiency if
the proceeds of any sale or other disposition of the PATENTS are insufficient
to pay in full the
OBLIGATIONS and all costs and expenses, including reasonable attorneys' fees
and
disbursements, paid or incurred by the SECURED PARTIES in collecting any such
deficiency. The
PLEDGOR hereby irrevocably and unconditionally authorizes and empowers the
SECURED
PARTIES to make, constitute and appoint any officer or agent of the SECURED
PARTIES as the
SECURED PARTIES may select, in its exclusive discretion, as the PLEDGOR'S
true and lawful
attorney-in-fact, with the power to endorse or sign the PLEDGOR'S name on all
applications,
documents, papers and instruments necessary for the SECURED PARTIES or the
designee of the
SECURED PARTIES to: (i) own and use the PATENTS; (ii) grant or issue any
exclusive or
nonexclusive licenses under the PATENTS to any other person; (iii) assign,
license, pledge, convey
or otherwise transfer title in or dispose of the PATENTS to any other person
on such terms and
conditions as the SECURED PARTIES shall in their sole discretion determine;
(iv) demand, sue
for compromise, settle and collect and receive payment of and receipt for, any
and all moneys,
claims and other amounts due or to become due at any time in respect of or
arising out of any of
the PATENTS; (v) commence and prosecute any suits, actions or proceedings at
law or in equity
in any court of competent jurisdiction to collect or enforce any right in
respect of the PATENTS; (vi)
defend any suit, action or proceeding brought against the PLEDGOR with respect
to any of the
PATENTS; (vii) settle, compromise or adjust any of the aforesaid suits, actions
or proceedings and,
in connection therewith, to give such discharges as the SECURED PARTIES may
deem
appropriate; and (viii) do all acts and things which the SECURED PARTIES deem
necessary from
time to time to protect, preserve or realize upon the PATENTS and the SECURED
PARTIES' liens
thereon and to effect the intent of this AGREEMENT. The PLEDGOR hereby ratifies
all that such
attorney shall lawfully do or cause to be done by virtue hereof. This power of
attorney shall be
irrevocable for the life of this AGREEMENT, and is intended by the PLEDGOR to
be a power of
attorney coupled with an interest. All of the SECURED PARTIES' rights and
remedies with respect
to the PATENTS, whether established by this AGREEMENT, by any SECURED PARTY
DOCUMENT, or by law shall be cumulative and may be exercised singularly or
concurrently.

Section 7. No Duty Imposed Upon Secured Parties. The powers conferred upon the

SECURED PARTIES hereunder are solely to protect the interest of the SECURED
PARTIES in the
PATENTS and shall not impose any duty upon the SECURED PARTIES to exercise any
such
powers.

Section 8. Patent And Trademark Office And Third Parties May Rely Upon
Pledgor's
Authorizations To Secured Parties. If the SECURED PARTIES shall elect to
exercise any of their
rights hereunder, the United States Patent and Trademark Office shall have
the right to rely upon
the SECURED PARTIES' written statement of the SECURED PARTIES' right to sell,
assign,
license and transfer the PATENTS and the PLEDGOR hereby irrevocably and
unconditionally
authorizes the United States Patent and Trademark Office to recognize such
sale by the
SECURED PARTIES either in the PLEDGOR'S name or in the SECURED PARTIES' name
without
the necessity or obligation of the United States Patent and Trademark Office
to ascertain the
existence of any default by the PLEDGOR under the SECURED PARTY DOCUMENTS.

Section 9. Costs And Expenses. Any and all fees, costs and expenses, of
whatever
kind or nature, including the reasonable attorney's fees and legal expenses
incurred by the
SECURED PARTIES in connection with the preparation of this AGREEMENT and all
other
documents relating hereto and the consummation of this transaction, the filing
or recording of any
documents (including all taxes in connection therewith) in public offices, the
payment or discharge
of any taxes, counsel fees, maintenance fees, encumbrances or any other fees
incurred in
otherwise protecting, maintaining or preserving the PATENTS, or in defending
or prosecuting any
actions or proceedings arising out of or related to the PATENTS, shall be borne
and paid by the
PLEDGOR on demand by the SECURED PARTIES and until so paid shall be added to
the principal
amount of the OBLIGATIONS and shall bear interest at the highest rate in
effect from time to time
under the SECURED PARTY DOCUMENTS.

Section 10. Notices. Notices that are required or permitted to be delivered
hereunder
shall be sufficient if in writing and sent to the addresses set forth in the
SECURED PARTY
DOCUMENTS, in the manner and within the time specified in the SECURED PARTY
DOCUMENTS.

Section 11. No Further Assignment. The PLEDGOR shall not further assign,
transfer,
license or convey its interests in the PATENTS without the prior written
consent of the SECURED
PARTIES.

Section 12. Further Assurances. The PLEDGOR shall promptly do, make, execute
and
deliver all such further and additional acts, things, deeds, assurances,
instruments and documents
considered reasonably necessary, appropriate or proper by the SECURED PARTIES
to vest in,
effectuate assure to the SECURED PARTIES their rights under this AGREEMENT or
in any of the
PATENTS. The PLEDGOR hereby constitutes the SECURED PARTIES its attorney-in-
fact to
execute and file all such additional instruments and documents for the
foregoing purposes, all
lawful acts of such attorney being hereby ratified and confirmed; such power,
being coupled with
an interest, is irrevocable until the OBLIGATIONS have been satisfied in full
and there exists no
contingent or noncontingent commitment which could give rise to any
OBLIGATIONS.

Section 13. Amendment. The terms and conditions of this AGREEMENT may be
modified, altered, waived, or amended only by a writing executed by the
SECURED PARTIES
consenting to the modification, alteration, waiver, or amendment.

Section 14. Choice Of Law. This AGREEMENT shall be construed according to the
laws
of the Commonwealth of Massachusetts. All parties hereto consent to the
jurisdiction and venue
of the courts of the Commonwealth of Massachusetts in any action to enforce,
construe or interpret
this AGREEMENT.

Section 15. Severability. If any of the provisions of this AGREEMENT are
judicially
determined to be in conflict with any law of the Commonwealth of Massachusetts
or otherwise
judicially determined to be unenforceable for any reason whatsoever, such
provision shall be
deemed null and void to the extent of such unenforceability but shall be
deemed separable from
and shall not invalidate any other provision of this AGREEMENT.

Section 16. Successors And Assigns. The terms, covenants and conditions
contained
in this AGREEMENT shall inure to the benefit of the SECURED PARTIES and their
respective
successors and assigns, and shall be binding upon the PLEDGOR and its
successors and assigns.

Section 17. Waiver Of Jury Trial. The PLEDGOR and the SECURED PARTIES each
agree that any suit, action, or proceeding, whether claim or counterclaim,
brought or instituted by
any party hereto or any successor or assign of any party hereto, with respect
to this AGREEMENT,
the SECURED PARTY DOCUMENTS, or any other document or agreement which in any
way
relates, directly or indirectly, to this AGREEMENT, the SECURED PARTY
DOCUMENTS, the
OBLIGATIONS or any event, transaction or occurrence arising out of or in any
way connected with
this AGREEMENT, the SECURED PARTY DOCUMENTS, any of the OBLIGATIONS, or the
dealings of the parties with respect thereto, shall be tried only by a court,
and not by a jury. THE
PLEDGOR AND THE SECURED PARTIES HEREBY EXPRESSLY WAIVE ANY AND ALL
RIGHTS TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION, OR PROCEEDING. The
PLEDGOR acknowledges and agrees that this provision is a specific and material
aspect of the
agreement between the parties hereto and that the SECURED PARTIES would not
enter into the
subject transactions if this provision were not part of this AGREEMENT.
[Signatures Begin On The Following Page]

IN WITNESS WHEREOF, the PLEDGOR has executed this AGREEMENT as of the date
first above written with the specific intention of creating an instrument
under seal.

PLEDGOR:
PLYMOUTH RUBBER COMPANY, INC.,
A Massachusetts Corporation
(SEAL) By:
Maurice J. Hamilburg,
President

WITNESS/ATTEST:

Print Name:

ACKNOWLEDGMENT

COMMONWEALTH OF MASSACHUSETTS, COUNTY OF _____________________:

On this _____ day of October, 2002, before me appeared Maurice J. Hamilburg,
to me
personally known, who, being duly sworn (or affirmed), did say that he is the
President of
PLYMOUTH RUBBER COMPANY, INC., and that the corporation has no official seal,
and that the
foregoing instrument was signed in behalf of the corporation by authority of
its Board of Directors,
and said Maurice J. Hamilburg acknowledged said instrument to be the free act
and deed of the
corporation.


(SEAL)
Notary Public
Print Name of Notary

My Commission Expires:

[Continued On The Following Page]

8

WITNESS/ATTEST: SECURED PARTIES:
GENERAL ELECTRIC CAPITAL CORPORATION
By: (SEAL)
Kevin G. Wortman, Senior Vice President,
Strategic Asset Financing Group
Date: October ___, 2002

ACKNOWLEDGMENT

STATE OF CONNECTICUT, COUNTY OF ____________, SS:

On this _____ day of October, 2002, before me, ______________________, the
undersigned officer, personally appeared Kevin G. Wortman, who acknowledged
himself to be the
Senior Vice President of GENERAL ELECTRIC CAPITAL CORPORATION, a corporation,
and that
he, as such officer, being authorized so to do, executed the foregoing
instrument for the purposes
therein contained, by signing the name of the corporation by himself as such
officer and as his and
its free act and deed.

In witness whereof I hereunto set my hand.

Commissioner of the Superior Court
Notary Public
My Commission Expires:
[Continued On The Following Page]

THE CIT GROUP/EQUIPMENT FINANCING, INC.
(SEAL) By:
Name:
Title:
Date: December ___, 2002

WITNESS/ATTEST:

ACKNOWLEDGMENT

STATE OF ARIZONA, CITY/COUNTY OF TEMPE, TO WIT:

I HEREBY CERTIFY that on this ____ day of December, 2002, before me, the
undersigned
Notary Public, personally appeared ____________________, and acknowledged
him/herself to be
the ________________ of THE CIT GROUP/EQUIPMENT FINANCING, INC.,
a ______________
corporation, and that he/she, as such officer, being authorized so to do,
executed the foregoing
instrument for the purposes therein contained by signing the name of THE CIT
GROUP/EQUIPMENT FINANCING, INC., by him/herself as _________________.
IN WITNESS MY Hand and Notarial Seal.
My Commission Expires:


(SEAL)
NOTARY PUBLIC
Print Name Of Notary
[Continued On The Following Page]
10

BANKNORTH, N.A.
(SEAL)
By:
Name:
Title:
Date: October ___, 2002

WITNESS/ATTEST:

ACKNOWLEDGMENT

STATE OF __________________, CITY/COUNTY OF ______________________, TO WIT:
I HEREBY CERTIFY that on this ____ day of October, 2002, before me, the
undersigned
Notary Public, personally appeared ____________________, and acknowledged
him/herself to be
the ________________ of BANKNORTH, N.A., a ______________________________,
and that
he/she, as such officer, being authorized so to do, executed the foregoing
instrument for the
purposes therein contained by signing the name of BANKNORTH, N.A., by
him/herself as
_________________.
IN WITNESS MY Hand and Notarial Seal.
My Commission Expires:

(SEAL)
NOTARY PUBLIC
Print Name Of Notary

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EXHIBIT "A"

Schedule Of Patents

Patent Title                     Registration Date Patent No.

Advanced sound reduction tape    August 11, 1998    5,793,003

Economical roadway marking
sheeting matrix                  December 20, 1994  5,374,465

Rubber band dispenser            August 6, 1991     5,037,000

Cable splicing technique         June 10, 1980      4,207,429



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