TERM PROMISSORY NOTE



Up to U.S.$1,000,000                                             March 28, 2003



         FOR VALUE RECEIVED, the undersigned, DIGILOG, INC., a Pennsylvania

corporation ("Debtor"), hereby promises to pay to the order of Alethea Limited

Partnership, a Delaware limited partnership with an address located at 4193 Las

Palmas Way, Sarasota, Florida 34238 (together with any subsequent holder hereof,

the "Holder"), the principal sum of up to ONE MILLION and NO/100 UNITED STATES

DOLLARS (U.S.$1,000,000) and in such exact aggregate amount as shall be advanced

by Holder and notated on Schedule A attached hereto, together with interest

accrued on the principal amount outstanding from time to time under this Term

Promissory Note (the "Note").



         This Note is issued pursuant to, and is the Note referred to, in that

certain Line of Credit Agreement dated of even date herewith by and between

Debtor and Holder (the "Line of Credit Agreement"), and is entitled to all of

the benefits, and subject to all of the terms and conditions, contained therein.

By this reference to the Line of Credit Agreement, all of such terms and

conditions shall be deemed incorporated hereby as if set forth in full herein.

Capitalized terms used but not defined herein shall have the meanings ascribed

thereto in the Line of Credit Agreement.



         Interest shall accrue and be payable under this Note at such times and

at such rate as are set forth in the Line of Credit Agreement. All principal

sums outstanding hereunder, together with all interest accrued and unpaid in

respect thereof, shall be due and payable in full on the first anniversary of

the date hereof (the "Maturity Date") except to the extent accelerated pursuant

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