NOTE

$415,000                                               High Bridge, New Jersey
                                                                 June 28, 1996

         Computer  Power Inc., a corporation  duly  organized and existing under
the laws of the State of New Jersey  (herein  called the  "Company"),  for value
received,  hereby  promises  to  pay to  the  order  of  Southerntech,  Inc.  or
registered  assigns the  principal  amount of Four Hundred and Fifteen  Thousand
($415,000) Dollars on July 1, 1999 in such coin or currency of the United States
of  America  as at the time of  payment  shall be legal  tender  for  public and
private debts, at the principal office of the Company, in High Bridge,  State of
New Jersey,  and to pay  interest  (computed  on the basis of a 360-day  year of
twelve 30-day  months) at said office,  in like coin or currency,  on the unpaid
portion of said  principal  amount from the date hereof,  quarterly on the first
day of October,  January,  April and July in each year, commencing on October 1,
1996,  at the rate of nine and  one-half  (9.5%)  percent  per annum  until such
unpaid portion of such principal amount shall have become due and payable and at
the rate  fourteen per centum (14%) per annum  thereafter  and, so far as may be
lawful,  on any overdue  installment  of  interest  at the rate of fourteen  per
centum (14%) per annum.

         ss.1. Exchanges and Transfers of the Note.

         ss.1.1. Register; Transfer or Exchange of Notes. The Company shall keep
at its office or agency maintained in High


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Bridge,  New  Jersey a  register  in which the  Company  shall  provide  for the
registration of Notes and for the  registration of transfer of Notes. The Holder
of any Note may,  at its  option  and  either  in  person or by duly  authorized
attorney,  surrender the same for  registration  of transfer or exchange at such
office and,  without expense to such Holder (other than transfer taxes, if any),
receive in exchange therefor a new Note or Notes,  dated as of the date to which
interest  has  been  paid  on the  Note or  Notes  so  surrendered,  each in the
principal  amount of  $10,000 or any  integral  multiple  thereof,  for the same
aggregate  unpaid  principal  amount  as the Note or Notes  so  surrendered  for
transfer  or  exchange  and  each  registered  in such  name or  names as may be
designated by such Holder.  Every Note so made and delivered in exchange for any
Note shall in all other  respects be in the same form and have the same terms as
the Note so surrendered for transfer or exchange.

         ss.1.2.  Loss, Theft,  Destruction or Mutilation of Notes. Upon receipt
of  evidence  reasonably  satisfactory  to  the  Company  of  the  loss,  theft,
destruction  or mutilation of any Note and, in the case of any such loss,  theft
or destruction,  upon receipt of an indemnity bond in such reasonable  amount as
the Company may determine (or if such Note is held by the original Holder, of an
unsecured indemnity agreement reasonably satisfactory to the Company) or, in the
case of any such  mutilation,  upon surrender an  cancellation of such Note, the
Company  will make and  deliver,  in lieu of such  lost,  stolen,  destroyed  or
mutilated Note, a new Note of like tender and unpaid  principal amount and dated
as of the date to which  interest  has  been  paid on the Note so lost,  stolen,
destroyed or mutilated.

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         ss.1.3.  Registered Holders.  The Company may deem and treat the person
in whose name any Note is  registered  as the absolute  owner and holder of such
Note for the purpose of  receiving  payment of the  principal of and interest on
such Note and for the purpose of any  notices,  waivers or consents  thereunder,
whether or not such Note shall be overdue, and the Company shall not be affected
by notice to the contrary.  Payments with respect to any Note shall be made only
to the registered Holder thereof.

         ss.2. Surrender of the Note.

         ss.2.1.  Surrender of Notes. The Company may, as a condition of payment
of all or any of the  principal  of, and interest on, this Note,  in whole or in
part,  require the holder to present this Note for notation of such payment and,
if this Note be paid in full, require the surrender hereof.

         ss.3. Covenants.

         ss.3.1. To Pay Principal and Interest. The Company covenants and agrees
that  so long as this  Note  shall  be  outstanding  it  will  comply  with  the
following:

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         ss.3.2.  Maintenance  of Company  Office.  The Company will maintain an
office in High  Bridge,  New Jersey,  in its  current  facility  where  notices,
presentations  and  demands to or upon the Company in respect of the Note may be
given or made.

         ss.3.3.   To  Keep  Books.   The  Company  will,  and  will  cause  any
subsidiaries, to keep proper books of record and account in which full, true and
correct  entries will be made of its  transactions  in accordance with generally
accepted accounting principles.

         ss.3.4.   Payment  of  Taxes;   Corporate  Existence;   Maintenance  of
Properties. The Company will, and will cause each of its subsidiaries to,

         A. pay and  discharge  promptly  or  cause  to be paid  and  discharged
promptly all taxes,  assessments and governmental charges or levies imposed upon
it or upon it income or profits or upon any of its property,  real,  personal or
mixed,  or upon any part  thereof,  before the same shall become in default,  as
well as all lawful claims for labor,  materials and supplies  which,  if unpaid,
might by law become a lien or change upon its property;  provided, however, that
neither the Company  nor any  subsidiary  shall be required to pay any such tax,
assessment,  charge,  levy or claim if the  amount,  applicability  or  validity
thereof shall  currently be contested in good faith by  appropriate  proceedings
and if the Company or such subsidiary,  as the case may be, shall have set aside
on its books  reserves  (provided for and  segregated to the extent  required by
generally  accepted  accounting  principles)  deemed by it adequate with respect
thereto;

         B. maintain and keep or cause to be maintained  and kept its properties
in good repair, working order and condition, and from time to time make or cause
to  be  made  all  needful  and  proper  repairs,  renewals,   replacements  and
improvements  so that the business  carried on in  connection  therewith  may be
property and advantageously conducted at all times.

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         ss.3.5.  To  Insure.  The  Company  will,  and will  cause  each of its
subsidiaries  to maintain  insurance in such extent and against such hazards and
liabilities as is commonly maintained by companies similarly situated.

         ss.3.6.  Sale, Merger or Consolidation by Company. The Company will not
sell,  lease,  transfer  or  otherwise  dispose of any  substantial  part of its
properties and assets or consolidate with or merge into any person or permit any
person to merge into it.

         ss.4. Events of Default.

         ss.4.1.  Events of  Default.  If one or more of the  following  events,
herein  called  Events of Default,  shall happen for any reason  whatsoever  and
whether such  happening  shall be voluntary or  involuntary  or come about or be
effected by operation of law or pursuant to or in compliance  with any judgment,
decree  or  order  of  any  court  of  any  order,  rule  or  regulation  of any
administrative or governmental body) and be continuing:

         (a) Default  shall be made in the payment of the  principal of any Note
dated the date hereof, when and as the same shall become due and payable,whether
at maturity or at a date fixed for prepayment or by  acceleration  or otherwise;
or

         (b) Default shall be made in the payment of any installment of interest
on any Note dated the date  hereof  according  to its tenor when and as the same
shall become due and payable and such default shall  continue for a period of 10
days; or

         (c) Default shall be made in the due  observance or  performance of any
covenant,  condition or  agreement on the part of the Company  contained in this
Note; or

         (d) The Company shall be adjudicated a bankrupt or insolvent,  or shall
consent to the appointment of a receiver,  trustee or liquidator of itself or of
any material  part of its  property,  or shall admit in writing its inability to
pay its debts generally as they come due, or shall make a general assignment for
the  benefit of  creditors,  or shall  file a  voluntary  petition  or an answer
seeking  reorganization  or arrangement in a proceeding under any bankruptcy law
(as now or hereafter in effect) or an answer admitting the material  allegations
of a petition  filed against the Company in any such  proceeding,  or shall,  by
voluntary petition,  answer or consent,  seek relief under the provisions of any
other now existing or future  bankruptcy  or other similar law providing for the
reorganization or winding up of corporations, or the Company or its directors or
majority   stockholders   shall  take  action  looking  to  the  dissolution  or
liquidation of the Company; or

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         (e) An order,  judgment  or  decree  shall be  entered  by any court of
competent  jurisdiction  appointing,  without  the  consent  of the  Company,  a
receiver,  trustee or  liquidator  of the Company or of any material part of its
property,  and such receiver,  trustee or liquidator shall not have been removed
or discharged within 90 days thereafter, or any material part of the property of
the Company shall, in any judicial  proceeding,  be sequestered and shall not be
returned to the possession of the Company within 90 days thereafter; or

         (f) A petition against the Company in a proceeding under any bankruptcy
law (as now or  hereinafter in effect) shall be filed and shall not be dismissed
within 30 days after such filing, or, in case the approval of such petition by a
court of competent jurisdiction is required, shall be filed and approved by such
a court as  properly  filed  and such  approval  shall not be  withdrawn  or the
proceeding  dismissed within 30 days thereafter,  or if, under the provisions of
any other similar law providing for reorganization or winding up of corporations
and which may apply to the Company, any court of competent jurisdiction, custody
or  control of the  Company or of any  material  part of its  property  and such
jurisdiction,  custody or control shall not be relinquished or terminated within
30 days thereafter; or

         (h) The  Company  shall (x) be  declared  in default in the  payment of
principal or interest on any evidence of indebtedness  for money borrowed (other
than the  Notes) and such  default  shall  continue  for more than the period of
grace, if any, therein  specified,  unless such default shall have been cured or
waived  prior to such  indebtedness  becoming  or being  declared  to be due and
payable prior to its stated  maturity,  or (y) default  shall  continue for more
than the  period of grace,  if any,  therein  specified,  or (y)  default in the
performance or observance of any other term, condition or agreement contained in
any such  evidence  of  indebtedness  for  money  borrowed  or in any  agreement
relating thereto if as a result of such default such evidence of indebtedness is
declared to be due and payable prior to its stated maturity;


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then,  in any such  event,  any  registered  holder or  holders of this Note may
declare this Note to be  immediately  due and payable and upon such  declaration
the same shall become and be immediately due and payable,  together with accrued
interest thereon, anything in this Note to the contrary notwithstanding.

         ss.4.2. Suits for Enforcement. In case any one or more of the Events of
Default  specified in ss.4.1 shall happen and be continuing,  the Holder of this
Note  may,  pursuant  to the  provisions  of  ss.4.1,  declare  this  Note to be
immediately  due and  payable,  may proceed to protect and enforce its rights by
suit in equity,  action at law and/or by other appropriate  proceeding,  whether
for the specific performance (to the extent permitted by law) of any covenant or
agreement contained in this Note, or in aid of the exercise of any power granted
in this Note,  or may  proceed to enforce the payment of this Note or to enforce
any other legal or equitable  right of holder of this Note. If,  pursuant to the
provisions  of ss.4.1 or of this  ss.4.2,  the holder of this Note shall  demand
payment  thereof  or take any  action in  respect  of a  default  or an Event of
Default,  the Company will forthwith give written notice,  addressed as provided
in ss.1.2, to the other Holders of Notes dated the date hereof,  specifying such
action and the nature of the default or Event of Default.  Nothing  contained in
this  ss.4.2  or in  ss.4.1  shall  in  any  manner  impair  that  absolute  and
unconditional right of each holder of a Note to receive payment of the principal
of and  interest,  on such Note when the same shall  become  due and  payable in
accordance with the terms thereof,  and to institute suit for the enforcement of
such payment.

         ss.4.3. Remedies Cumulative. No remedy herein conferred upon the Holder
of this Note is intended to be exclusive of any other remedy, and each and every
such remedy shall be  cumulative  and shall be in addition to every other remedy
given  hereunder or now or hereafter  existing at law or in equity or by statute
or otherwise.

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         ss.4.4.  Remedies Not Waived.  No course of dealing between the Company
and any  Holder  of this  Note  shall  operate  as a waiver of any right of such
holder  hereunder or under such Note, and no delay on the part of such holder in
exercising any right hereunder or thereunder shall so operate.

         ss.5.  Costs of Collection.  In case of a default in the payment of any
principal of or interest on this Note, the Company will pay to the holder hereof
such further  amount as shall be  sufficient  to cover the costs and expenses of
collection, including (without limitation) reasonable attorneys' fees.

         ss.6. Legend. Each Note shall bear the following legend: The Securities
represented by this  certificate  have not been registered  under the Securities
Act of 1933, as amended, or registered or qualified under the "blue sky" laws of
any State. The securities may not be pledged,  hypothecated,  assigned,  sold or
transferred  unless  registered under that Act and registered or qualified under
the blue sky laws as may be  applicable  or  unless,  in the  opinion of counsel
reasonably satisfactory to the Company, exemptions from such laws are available.

         ss.7.  Covenants  Bind  Successors  and  Assigns.  All  the  covenants,
stipulations,  promises and agreements in this Note contained by or on behalf of
the Company shall bind its successors and assigns,  whether so expressed or not.
This Note may only be assigned by the Holder to affiliates of the Holder.


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         ss.8.  Governing  Law.  This Note shall be governed by and construed in
accordance with the laws of the State of New Jersey.

         ss.9.  Notice.  Any  notice  pursuant  to this  Note  shall  be made by
registered or certified mail:

         If to the holder at the address shown on the register maintained by the
Company pursuant to ss.1.2 of this Note.

                  If to the Company:

                  124 West Main Street
                  High Bridge, New Jersey 08829

         ss.10.  Headings.  The headings of the sections and subsections of this
Note are  inserted  for  convenience  only and do not  constitute a part of this
Note.


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         IN WITNESS  WHEREOF,  Computer  Power Inc.  has caused  this Note to be
signed in its corporate name by one of its officers  thereunto  duly  authorized
and this Note to be dated as of the day and year first above written.


                                                          COMPUTER POWER INC.



                                                 By:-------------------------

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