ATLANTIS PLASTICS INC
PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>dex102.txt
<DESCRIPTION>PROMISSORY NOTE
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

                                PROMISSORY NOTE

                               November 7, 2001
                               ----------------
                                    (Date)


FOR VALUE RECEIVED, ATLANTIS PLASTICS, INC., a Florida corporation and ATLANTIS
PLASTIC FILMS, INC.. a Delaware corporation located at the address stated below
("Maker") promises, jointly and severally if more than one, to pay to the order
of General Electric Capital Corporation or any subsequent holder hereof (each, a
"Payee") at its office located at 1000 Windward Concourse Suite 403, Alpharetta,
GA 30005 or at such other place as Payee or the holder hereof may designate, the
principal sum of Fifteen Million and 00/100 Dollars ($15,000,000.00), with
interest on the unpaid principal balance, from the date hereof through and
including the dates of payment, at the floating per annum simple interest rate
("Contract Rate") calculated as hereinafter set forth.  The Contract Rate shall
be adjusted once each calendar month, and such adjustment shall be effective
during the adjustment period ("Adjustment Period") as hereinafter defined.  Each
Adjustment Period shall commence at the close of business on the first day of a
calendar month and shall continue through the same day of the next succeeding
calendar month.  The Contract Rate for each Adjustment Period shall be equal to
the sum of (i) Two and Seventy Five Hundredths percent (2.75%) per annum plus
(ii) a variable per annum interest rate, which shall be equal to the rate listed
for one month London Interbank Offered Rate (LIBOR) which is published in the
Money Rates Column of the Wall Street Journal, Eastern Edition (or, in the event
such rate is not so published, in such other nationally recognized publication
as Lender may specify) on the first Business Day of the calendar month preceding
the month in which the interest payment being adjusted shall be due and payable.

Subject to the other provisions hereof, the principal on this Note is payable in
lawful money of the United States in Eighty Four (84) consecutive monthly
installments as follows:

       Periodic
     Installment       Amount
     -----------       ------

     1 - 83             $178,571.43

each ("Periodic Installment") and a final installment which shall be in the
amount of the total outstanding unpaid principal.  The first Periodic
Installment shall be due and payable on January 1, 2002 and the following
                                        ---------------
Periodic Installments and the final installment shall be due and payable on the
same day of each succeeding period (each, a "Payment Date").  In addition to the
payments of principal provided above, interest at the Contract Rate shall be
payable on the Payment Date.  All payments shall be applied first to interest
and then to principal.  Each payment may, at the option of the Payee, be
calculated and applied on an assumption that such payment would be made on its
due date.  The acceptance by Payee of any payment which is less than payment in
full of all amounts due and owing at such time shall not constitute a waiver of
Payee's right to receive payment in full at such time or at any prior or
subsequent time.  Interest shall be calculated on the basis of a 365 day year
(366 day leap year).

The Maker hereby expressly authorizes the Payee to insert the date value is
actually given in the blank space on the face hereof and on all related
documents pertaining hereto.

This Note may be secured by a security agreement, chattel mortgage, pledge
agreement or like instrument (each of which is hereinafter called a "Security
Agreement").

Time is of the essence hereof.  If any installment or any other sum due under
this Note or any Security Agreement is not received within ten (10) days after
its due date, the Maker agrees to pay, in addition to the amount of each such
installment or other sum, a late payment charge of five percent (5%) of the
amount of said installment or other sum, but not exceeding any lawful maximum.
If (i) Maker fails to make payment of any amount due hereunder within ten (10)
days after the same becomes due and payable, and such payment continues unpaid
after ten (10) days written notice; or (ii) Maker is in default under, or fails
to perform under any term or condition contained in any Security Agreement,
subject to the notice and cure provisions contained therein, then the entire
principal sum remaining unpaid, together with all accrued interest thereon and
any other sum payable under this

                                       1
<PAGE>

Note or any Security Agreement, at the election of Payee, shall immediately
become due and payable, with interest thereon at the lesser of eighteen percent
(18%) per annum 2% over the Contract Rate stipulated herein or the highest rate
not prohibited by applicable law from the date of such accelerated maturity
until paid (both before and after any judgment).

The Maker may prepay in full, but not in part, its entire indebtedness hereunder
upon payment of the entire indebtedness plus an additional sum as a premium
equal to the following percentages of the original principal balance for the
indicated period:

Prior to the first annual anniversary date of this Note: One percent (1%)
and zero percent (0%) thereafter, plus all other sums due hereunder or under any
Security Agreement.

It is the intention of the parties hereto to comply with the applicable usury
laws; accordingly, it is agreed that, notwithstanding any provision to the
contrary in this Note or any Security Agreement, in no event shall this Note or
any Security Agreement require the payment or permit the collection of interest
in excess of the maximum amount permitted by applicable law. If any such excess
interest is contracted for, charged or received under this Note or any Security
Agreement, or if all of the principal balance shall be prepaid, so that under
any of such circumstances the amount of interest contracted for, charged or
received under this Note or any Security Agreement on the principal balance
shall exceed the maximum amount of interest permitted by applicable law, then in
such event (a) the provisions of this paragraph shall govern and control, (b)
neither Maker nor any other person or entity now or hereafter liable for the
payment hereof shall be obligated to pay the amount of such interest to the
extent that it is in excess of the maximum amount of interest permitted by
applicable law, (c) any such excess which may have been collected shall be
either applied as a credit against the then unpaid principal balance or refunded
to Maker, at the option of the Payee, and (d) the effective rate of interest
shall be automatically reduced to the maximum lawful contract rate allowed under
applicable law as now or hereafter construed by the courts having jurisdiction
thereof. It is further agreed that without limitation of the foregoing, all
calculations of the rate of interest contracted for, charged or received under
this Note or any Security Agreement which are made for the purpose of
determining whether such rate exceeds the maximum lawful contract rate, shall be
made, to the extent permitted by applicable law, by amortizing, prorating,
allocating and spreading in equal parts during the period of the full stated
term of the indebtedness evidenced hereby, all interest at any time contracted
for, charged or received from Maker or otherwise by Payee in connection with
such indebtedness; provided, however, that if any applicable state law is
amended or the law of the United States of America preempts any applicable state
law, so that it becomes lawful for the Payee to receive a greater interest per
annum rate than is presently allowed, the Maker agrees that, on the effective
date of such amendment or preemption, as the case may be, the lawful maximum
hereunder shall be increased to the maximum interest per annum rate allowed by
the amended state law or the law of the United States of America.

The Maker and all sureties, endorsers, guarantors or any others (each such
person, other than the Maker, an "Obligor") who may at any time become liable
for the payment hereof jointly and severally consent hereby to any and all
extensions of time, renewals, waivers or modifications of, and all substitutions
or releases of, security or of any party primarily or secondarily liable on this
Note or any Security Agreement or any term and provision of either, which may be
made, granted or consented to by Payee, and agree that suit may be brought and
maintained against any one or more of them, at the election of Payee without
joinder of any other as a party thereto, and that Payee shall not be required
first to foreclose, proceed against, or exhaust any security hereof in order to
enforce payment of this Note. Except as otherwise provided in the Debt
Documents, the Maker and each Obligor hereby waives presentment, demand for
payment, notice of nonpayment, protest, notice of protest, notice of dishonor,
and all other notices in connection herewith, as well as filing of suit (if
permitted by law) and diligence in collecting this Note or enforcing any of the
security hereof, and agrees to pay (if permitted by law) all actual and
reasonable expenses incurred in collection, including Payee's actual attorneys'
fees.  Maker and each Obligor agrees that fees not in excess of twenty percent
(20%) of the amount then due shall be deemed reasonable.


THE MAKER HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS
NOTE, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN MAKER AND PAYEE
RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS,
AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN MAKER AND PAYEE.  THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS,
TORT CLAIMS, BREACH OF DUTY

                                       2
<PAGE>

CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.) THIS WAIVER IS
IRREVOCABLE MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND
THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS NOTE, ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR
AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION. IN THE EVENT
OF LITIGATION, THIS NOTE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.


This Note and any Security Agreement constitute the entire agreement of the
Maker and Payee with respect to the subject matter hereof and supercedes all
prior understandings, agreements and representations, express or implied.

No variation or modification of this Note, or any waiver of any of its
provisions or conditions, shall be valid unless in writing and signed by an
authorized representative of Maker and Payee.  Any such waiver, consent,
modification or change shall be effective only in the specific instance and for
the specific purpose given.

Any provision in this Note or any Security Agreement which is in conflict with
any statute, law or applicable rule shall be deemed omitted, modified or altered
to conform thereto.

                                         ATLANTIS PLASTICS, INC.

/s/ Deborah J. Tuttle                    By: /s/ Paul G. Saari
-------------------------------------    --------------------------------
(Witness)

Deborah J. Tuttle                        Name: Paul G. Saari
-------------------------------------    --------------------------------
(Print name)

1870 The Exchange, Suite 200 Atlanta,    Title: Senior Vice President of Finance
GA 30339                                        and CFO
-------------------------------------
(Address)
                                         Federal Tax ID #:    061088270
                                                          -------------
                                         Address: 1870 The Exchange Suite 200,
                                         Atlanta, Fulton County, GA 30339


                                         ATLANTIS PLASTIC FILMS, INC.

                                         By: /s/ Paul G. Saari
                                             ---------------------------
                                         Name: Paul G. Saari

                                         Title: Senior Vice President of Finance
                                                and CFO

                                         Federal Tax ID #:   41-1445891
                                                          -------------
                                         Address: 1870 The Exchange Suite 200,
                                         Atlanta, Fulton County, GA 30339


                                       3

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