Exhibit 10.8

           Amendments to Farmers & Mechanics National Bank Agreements


<PAGE>


<TABLE>
<CAPTION>

                                 PROMISSORY NOTE

Borrower:Microlog Corporation of Maryland                          Lender: Farmers and Mechanics National Bank
         and Old Dominion Systems Incorporated of Maryland                 Commercial Lending Department
         20270 Goldenrod Lane                                              P. 0. Box 518
         Germantown, Maryland 20876                                        Frederick, Maryland 21705

<S>                <C>                                    <C>                                           <C> <C> 
Principal Amount:  $1,000,000.00            Initial Rate: 8.75%                 Date of Note:  February 28, 1997
</TABLE>

PROMISE TO PAY. Microlog Corporation,  Microlog Corporation of Maryland, and Old
Dominion Systems Incorporated of Maryland (referred to in this Note individually
and collectively as "Borrower")  jointly and severally promise to pay to Farmers
and Mechanics National Bank ("Lender"),  or order, in lawful money of the United
States  of  America,  the  principal  amount  of One  Million  & 00/100  Dollars
($1,000,000.00) or so much as may be outstanding,  together with interest on the
unpaid  outstanding  principal  balance  of  each  advance.  Interest  shall  be
calculated from the date of each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued  unpaid  interest on February 28, 1999.  In addition,  Borrower
will pay regular  monthly  payments  accrued  unpaid  interest  beginning  March
28,1997,  and all subsequent  interest  payments are due on the same day of each
month after that. Interest on this Note is computed on a 365/360 simple interest
basis; that is, by applying the ratio of the annual interest rate over a year of
360 days,  multiplied by the outstanding  principal  balance,  multiplied by the
actual number of days the principal  balance is  outstanding.  Borrower will pay
Lender at  Lender's  address  shown  above or at such other  place as Lender may
designate in writing.  Unless  otherwise  agreed or required by applicable  law,
payments will be applied first to accrued  unpaid  interest,  then to principal,
and any remaining amount to any unpaid collection costs and late charges.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an independent index which is the Prime rate as
Published in The Wall Street  Journal Money Rates table,  or the highest rate if
more than one rate is published (The 'Index').  The Index is not necessarily the
lowest rate  charged by Lender on its loans.  If the Index  becomes  unavailable
during the term of this loan,  Lender may  designate  a  substitute  index after
notice to  Borrower.  Lender  will tell  Borrower  the  current  Index rate upon
Borrower's  request.  Borrower  understands  that Lender may make loans based on
other  rates as well.  The  interest  rate change will not occur more often than
each day.  The Index  currently  is 8.25% per  annum.  The  interest  rate to be
applied to the unpaid principal balance of this Note will be at a rate of 0.500%
percentage  points over the Index,  resulting  in an initial  rate of 8.750% per
annum NOTICE: Under no circumstances will the interest rate on this Note be more
than the maximum rate allowed by applicable law.

PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges
are  earned  fully as of the date of the loan and will not be  subject to refund
upon early  payment  (whether  voluntary or as a result of  default),  except as
otherwise  required by law.  Except for the foregoing,  Borrower may pay without
penalty  all or a portion  of the  amount  owed  earlier  than it is due.  Early
payments  will not,  unless agreed to by Lender in writing  relieve  Borrower of
Borrower's  obligation to continue to make payments of accrued unpaid  interest.
Rather, they will reduce the principal balance due.

LATE  CHARGE.  If a payment  is 15 days or more late,  Borrower  will be charged
5.0000%  of the  unpaid  portion of the  regularly  scheduled  payment or $2.00,
whichever is greater.

DEFAULT.  Borrower  will be in  default  if any of the  following  happens:  (a)
Borrower  fails to make any payment when due.  (b)  Borrower  breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement  related to this Note, or in any other  agreement or loan Borrower
has with Lender.  (c)  Borrower  defaults  under any loan,  extension of credit,
security  agreement,  purchase or sales agreement,  or any other  agreement,  in
favor of any  other  creditor  or  person  that  may  materially  affect  any of
Borrower's  property  or  Borrower's  ability  to  repay  this  Note or  perform
Borrower's obligations under this Note or any of the Related Documents.  (d) Any
representation  or  statement  made or  furnished  to lender by  Borrower  or on
Borrower's  behalf is false or misleading in any material  respect either now or
at the time made or furnished.  (e) Borrower  becomes  insolvent,  a receiver is
appointed for any part of Borrower's property,  Borrower makes an assignment for
the benefits of creditors, or any proceeding is commenced by Borrower or against
Borrower under any bankruptcy or insolvency laws. (f) Any creditor tries to take
any  of  Borrower's  property  on or in  which  Lender  has a lien  or  security
interest. This includes a garnishment of any of Borrower's accounts with Lender.
(g) Any  guarantor  dies or any of the other  events  described  in this default
section  occurs  with  respect to any  guarantor  of this  Note.  (h) A material
adverse change occurs in Borrower's financial condition.

LENDER'S  RIGHTS.  Upon default,  Lender may declare the entire unpaid principal
balance on this Note and all accrued  unpaid  interest,  together with all other
applicable fees, costs and charges, if any, immediately due and payable, without
notice,  and then  Borrower will pay that amount.  Further more,  subject to any
limits under applicable law, upon default,  Borrower also agrees to pay Lender's
attorneys' fees, and all of Lender's other collection  expenses,  whether or not
there  is  a  lawsuit  and  including  without  limitation  legal  expenses  for
bankruptcy  proceedings.  This Note shall be governed by, construed and enforced
in accordance  with the laws of the State of Maryland.  LENDER AND BORROWER EACH
HERE BY WAIVE  TRIAL BY JURY IN ANY  ACTION  OR  PROCEEDING  TO WHICH  LENDER OR
BORROWER MAY BE PARTIES, ARISING OUT OF, OR IN ANY WAY PERTAINING TO, THIS NOTE.
IT IS  AGREED  THAT  THIS  WAIVER  CONSTITUTES  A WAIVER OF TRIAL BY JURY OF ALL
CLAIMS  AGAINST  ALL  PARTIES TO SUCH  ACTIONS OR  PROCEEDINGS.  THIS  WAIVER IS
KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY LENDER AND BORROWER, AND LENDER AND
BORROWER EACH HEREBY REPRESENT THAT NO  REPRESENTATIONS  OF FACT OR OPINION HAVE
BEEN MADE BY ANY  INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY
WAY MODIFY OR NULLIFY ITS EFFECT.  BORROWER FURTHER REPRESENTS THAT BORROWER HAS
BEEN REPRESENTED IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF THIS WAIVER BY
INDEPENDENT  LEGAL  COUNSEL,  SELECTED  OF  BORROWERS  OWN FREE  WILL,  AND THAT
BORROWER HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL

CONFESSED JUDGMENT. UPON THE OCCURRENCE OF A DEFAULT, BORROWER HEREBY AUTHORIZES
ANY ATTORNEY  DESIGNATED BY LENDER OR ANY CLERK OF ANY COURT OF RECORD TO APPEAR
FOR BORROWER IN ANY COURT OF RECORD AND CONFESS  JUDGMENT  WITHOUT PRIOR HEARING
AGAINST  BORROWER  IN FAVOR OF LENDER  FOR,  AND IN THE  AMOUNT  OF,  THE UNPAID
BALANCE OF THE PRINCIPAL  AMOUNT OF THIS NOTE,  ALL INTEREST  ACCRUED AND UNPAID
THEREON, ALL OTHER AMOUNTS PAYABLE BY BORROWER TO LENDER UNDER THE TERMS OF THIS
NOTE OR ANY OTHER  AGREEMENT,  DOCUMENTS,  INSTRUMENT  EVIDENCING,  SECURING  OR
GUARANTYING  THE  OBLIGATIONS  EVIDENCED  BY 


                                       2
<PAGE>


THIS NOTE,  COSTS OF SUIT, AND ATTORNEYS'  FEES OF FIFTEEN  PERCENT (15%) OF THE
UNPAID  BALANCE  OF THE  PRINCIPAL  AMOUNT  OF THIS NOTE AND  INTEREST  THEN DUE
HEREUNDER.

Borrower hereby releases,  to the extent permitted by applicable law, all errors
and all rights of exemption,  appeal, stay of execution,  inquisition, and other
rights to which  Borrower may otherwise be entitled under the laws of the United
States of America or of any state or  possession of the United States of America
now in force and which may  hereafter  be enacted.  The  authority  and power to
appear for and enter judgment  against Borrower shall not be exhausted by one or
more  exercises  thereof or by any imperfect  exercise  thereof and shall not be
extinguished by any judgment  entered  pursuant  thereto.  Such authority may be
exercised on one or more occasions or from time to time in the same or different
jurisdictions  as often as Lender shall deem necessary or desirable,  for all of
which this Note shall be a sufficient warrant.

DISHONORED ITEM FEE. Borrow will pay a fee to Lender of $15.00 if Borrower makes
a payment on Borrower's  loan and the check or  preauthorized  charge with which
Borrower pays is later dishonored.

RIGHT OF SET OFF.  Borrower grants to Lender a contractual  possessory  security
interest in, and hereby assigns,  conveys,  delivers,  pledges, and transfers to
Lender all Borrower's right,  title and interest in and to, Borrower's  accounts
with  Lender  (whether  checking,  savings,  or some other  account),  including
without  limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future,  excluding however,  all IRA and Keogh accounts
and Trust  accounts.  Borrower  authorizes  Lender,  to the extent  permitted by
applicable law, to charge or set off all sums owing on this Note against any and
all such accounts.

COLLATERAL. This Note is secured by, in addition to any other collateral, a Deed
of Trust dated April 1, 1996,  to a trustee in favor of Lender on real  property
located in Montgomery County, State of Maryland, all the terms and conditions of
which are hereby incorporated and made a part of this Note. The real property or
its address is commonly known as 20270 Goldenrod Lane, Germantown, MD 20876.

LINE OF CREDIT.  This Note evidences a revolving line of credit.  Advances under
this Note, as well as directions for payment from  Borrower's  accounts,  may be
requested  orally or in writing by Borrower or by an authorized  person.  Lender
may, but need not,  require that all oral requests be confirmed in writing.  The
following party or parties are authorized to request  advances under the line of
credit until  Lender  receives  from  Borrower at Lender's  address  shown above
written notice of revocation of their authority:  Joe J. Lynn, Chief Development
Officer,  Richard A. Thompson,  President/CEO;  and Steven R. Delmar,  Executive
Vice  President/CFO.  Borrower  agrees to be  liable  for all sums  either:  (a)
advanced in accordance  with the  instructions  of an  authorized  person or (b)
credited to any of Borrower's accounts with Lender. The unpaid principal balance
owing on this Note at any time may be evidenced by  endorsements on this Note or
by Lender's internal records,  including daily computer print-outs.  Lender will
have no  obligation  to advance  funds  under this Note if: (a)  Borrower or any
guarantor  is in default  under this  terms of this Note or any  agreement  that
Borrower or any  guarantor  has with Lender,  including  any  agreement  made in
connection  with the signing of this Note; (b) Borrower or any guarantor  ceases
doing  business or is insolvent;  (c) any guarantor  seeks,  claims or otherwise
attempts to limit, modify or revoke such guarantor's  guaranteed of this Note or
any other loan with Lender;  (d) Borrower has applied funds provided pursuant to
this Note for purposes other than those authorized by Lender.

PRIOR  NOTE.  This  Note  is  a  renewal  of a  Promissory  Note  from  Microlog
Corporation, Microlog Corporation of Maryland, Old Dominion Systems Incorporated
of Maryland and Genesis Acquisition Corporation to Lender dated April 1, 1996.

RELEASE OF BORROWER.  Borrower  requested and Lender  agrees to release  Genesis
Acquisition Corporation from liability for the repayment of the Note.

CONSENT TO JURISDICTION. Borrower irrevocably submits to the jurisdiction of any
state or federal court  sitting in the State of Maryland over any suit,  action,
or  proceeding  arising out of or relating  to this Note.  Borrower  irrevocably
waives,  to the fullest extent permitted by law, any objection that Borrower may
now or  hereafter  have to the  laying  of venue of any such  suit,  action,  or
proceeding  brought in any such court and any claim that any such suit,  action,
or  proceeding  brought  in any such court has been  brought in an  inconvenient
forum.  Final judgment in any such suit,  action,  or proceeding  brought in any
such court shall be conclusive  and binding upon Borrower and may be enforced in
any court in which  Borrower  is  subject  to  jurisdiction  by a suit upon such
judgment  provided that service of process is effected upon Borrower as provided
in this Note or as other wise permitted by applicable law.

GENERAL  PROVISIONS.  This loan is being made under the terms and  provisions of
the  Maryland  Interest  and  Usury  Law.  If any part of this  Note  cannot  be
enforced,  this fact will not affect the rest of the Note. In  particular,  this
section  means (among other  things) that  Borrower  does not agree or intend to
pay, and Lender does not agree or intend to contract for, charge, collect, take,
reserve or receive (collectively referred to herein as "charge or collect"), any
amount in the nature of interest or in the nature of a fee for this loan,  which
would in any way or event (including demand prepayment,  or acceleration)  cause
Lender to charge or collect more for this loan than the maximum  Lender would be
permitted  to  charge  or  collect  by  federal  law or the law of the  State of
Maryland (as  applicable).  Any such excess interest or unauthorized  fee shall,
instead of  anything  stated to the  contrary,  be  applied  first to reduce the
principal balance of this loan, and when the principal has been paid in full, be
refunded to Borrower.  Lender may delay or forgo  enforcing any of its rights or
remedies  under this Note without  losing them.  Each Borrower  understands  and
agrees that, with or without notice to Borrower,  Lender may with respect to any
other  Borrower (a) make one or more  additional  secured or unsecured  loans or
otherwise  extend  additional  credit;  (b) alter,  compromise,  renew,  extend,
accelerate,  or otherwise change one or more times the time for payment or other
terms of any  indebtedness,  including  increases  and  decreases of the rate of
interest on the indebtedness; (c) exchange, enforce, waive, subordinate, fail or
decide  not  to  perfect,  and  release  any  security,   with  or  without  the
substitution of new collateral;  (d) apply such security and direct the order or
manner of sale thereof,  including  without  limitation,  any  nonjudicial  sale
permitted by the terms of the controlling security agreements,  as Lender in its
discretion may  determine;  (e) release,  substitute,  agree not to sue, or deal
with any one or more of Borrower's sureties,  endorsers,  or other guarantors on
any terms or in any manner Lender may choose;  and (f)  determine  how, when and
what application of payments and credits shall be made on any other indebtedness
owing  by  such  other  Borrower.  Borrower  and any  other  person  who  signs,
guarantees  or  endorses  this  Note,  to  the  extent  allowed  by  law,  waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless  otherwise  expressly stated in writing no
party who signs this Note, whether as maker,  guarantor,  accommodation maker or
endorser,  shall be released from liability.  All such parties agree that Lender
renew or extend  (repeatedly  and for any length of time) this loan,  or release
any party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security  interest in the collateral;  and take any other action deemed
necessary by Lender without the consent of or notice to anyone. All such parties
also agree that Lender may modify this loan  without the consent of or notice to
anyone other than the party with whom the  modification  is made.  If "Borrower"
consists of more than one party,  the word "Borrower" as used in this Note shall
refer to any one or more of the parties comprising  "Borrower," and each of such
parties shall be jointly and severally liable pursuant to this Note.

PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS NOTE,  INCLUDING THE VARIABLE  INTEREST RATE  PROVISIONS.  EACH BORROWER
AGREES TO THE TERMS OF THE N0TE AND ACKNOWLEDGES  RECEIPT OF A COMPLETED COPY OF
THE NOTE.

                                       3

<PAGE>
<TABLE>
<CAPTION>


BORROWER:

       <S>                                                         <C>
       Microlog Corporation                                        Old Dominion Systems Incorporated of Maryland


       By:      /s/ Steven R. Delmar                               By:     /s/ Steven R. Delmar
          -------------------------------------------                 -------------------------------------------
       Steven R. Delmar, Executive Vice President/CFO              Steven R. Delmar, Executive Vice President/CFO



       Microlog Corporation of Maryland


       By:      /s/ Steven R. Delmar
          -------------------------------------------
       Steven R. Delmar, Executive Vice President/CFO

</TABLE>

                                       4

<PAGE>


<TABLE>
<CAPTION>


                                 PROMISSORY NOTE

<S>                                                                    <C>
Borrower:  Microlog Corporation, Microlog Corporation of Maryland      Lender:  Farmers and Mechanics National Bank
           and Old Dominion Systems Incorporated of Maryland                    Commercial Lending Department
           20270 Goldenrod Lane                                                 P. 0. Box 518
           Germantown, Maryland 20876                                           Frederick, Maryland 21705

Principal Amount: $2,000,000.00             Initial Rate: 9.500%                        Date of Note: February 28, 1997
</TABLE>

PROMISE TO PAY. Microlog Corporation,  Microlog Corporation of Maryland, and Old
Dominion Systems  Incorporated of Maryland,  jointly and severally  ("Borrower")
promises to pay to Farmers and Mechanics National Bank ("Lender"),  or order, in
lawful  money of the  United  States of  America,  the  principal  amount of Two
Million  &  00/100  Dollars  ($2,000,000.00)  or so much as may be  outstanding,
together  with  interest  on the unpaid  outstanding  principal  balance of each
advance.  Interest  shall be  calculated  from the  date of each  advance  until
repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued  unpaid  interest on February 28, 1998.  In addition,  Borrower
will pay regular monthly payments of accrued unpaid interest beginning March 28,
1997, and all subsequent interest payments are due on the 28th day of each month
after that Interest on this Note is computed on a 365/360 simple interest basis;
that is, by applying  the ratio of the annual  interest  rate over a year of 360
days, multiplied by the outstanding principal balance,  multiplied by the actual
number of days the principal balance is outstanding. Borrower will pay Lender at
Lender's  address  shown above or at such other place as Lender may designate in
writing. Unless otherwise agreed or required by applicable law, payments will be
applied first to accrued unpaid interest,  then to principal,  and any remaining
amount to any unpaid collection costs and late charges.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an independent index which is the Prime rate as
Published in The Wall Street  Journal Money Rates Table,  or the highest rate if
more than one rate is published (the "Index").  The Index is not necessarily the
lowest rate  charged by Lender on its loans.  If the Index  becomes  unavailable
during the term of this loan,  Lender may  designate  a  substitute  index after
notice to  Borrower.  Lender  will tell  Borrower  the  current  Index rate upon
Borrower's  request.  Borrower  understands  that Lender may make loans based on
other  rates as well.  The  interest  rate change will not occur more often than
each  day.  The Index  currently  is 8.250%  per annum The  interest  rate to be
applied to the unpaid principal  balance of this Note will be at a rate of 1.250
percentage  points over the Index,  resulting  in an initial  rate of 9.500% per
annum.  NOTICE:  Under no  circumstances  will the interest rate on this Note be
more than the maximum rate allowed by applicable law.

PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges
are  earned  fully as of the date of the loan and will not be  subject to refund
upon early  payment  (whether  voluntary or as a result of  default),  except as
otherwise  required by law.  Except for the foregoing,  Borrower may pay without
penalty  all or a portion  of the  amount  owed  earlier  than it is due.  Early
payments will not,  unless agreed to by Lender in writing,  relieve  Borrower of
Borrower's  obligation to continue to make payments of accrued unpaid  interest.
Rather, they will reduce the principal balance due.

LATE  CHARGE.  If a payment  is 15 days or more late,  Borrower  will be charged
5.000% of the  unpaid  portion  of the  regularly  scheduled  payment  or $2.00,
whichever is greater.

DEFAULT.  Borrower  will be in  default  if any of the  following  happens:  (a)
Borrower  fails to make any payment when due.  (b)  Borrower  breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement  related to this Note, or in any other  agreement or loan Borrower
has with Lender.  (c)  Borrower  defaults  under any loan,  extension of credit,
security  agreement,  purchase or sales agreement,  or any other  agreement,  in
favor of any  other  creditor  or  person  that  may  materially  affect  any of
Borrower's  property  or  Borrower's  ability  to  repay  this  Note or  perform
Borrower's obligations under this Note or any of the Related Documents.  (d) Any
representation  or  statement  made or  furnished  to Lender by  Borrower  or on
Borrower's  behalf is false or misleading in any material  respect either now or
at the time made or furnished.  (e) Borrower  becomes  insolvent,  a receiver is
appointed for any part of Borrower's property,  Borrower makes an assignment for
the benefit of creditors,  or any proceeding is commenced  either by Borrower or
against Borrower under any bankruptcy or insolvency laws. (f) Any creditor tries
to take any of Borrower's  property on or in which Lender has a lien or security
interest. This includes a garnishment of any of Borrower's accounts with Lender.
(g) Any  guarantor  dies or any of the other  events  described  in this default
section  occurs  with  respect to any  guarantor  of this  Note.  (h) A material
adverse change occurs in Borrower's financial condition.

LENDER'S RIGHT'S.  Upon default,  Lender may declare the entire unpaid principal
balance on this Note and all accrued  unpaid  interest,  together with all other
applicable fees, costs and charges, if any, immediately due and payable, without
notice,  and then  Borrower  will pay that amount.  Furthermore,  subject to any
limits under applicable law, upon default,  Borrower also agrees to pay Lender's
attorneys' fees, and all of Lender's other collection  expenses,  whether or not
there  is  a  lawsuit  and  including  without  limitation  legal  expenses  for
bankruptcy  proceedings.  This Note shall be governed by, construed and enforced
in accordance  with the laws of the State of Maryland.  LENDER AND BORROWER EACH
HEREBY  WAIVE  TRIAL BY JURY IN ANY  ACTION  OR  PROCEEDING  TO WHICH  LENDER OR
BORROWER MAY BE PARTIES, ARISING OUT OF, OR IN ANY WAY PERTAINING TO, THIS NOTE.
IT IS  AGREED  THAT  THIS  WAIVER  CONSTITUTES  A WAIVER OF TRIAL BY JURY OF ALL
CLAIMS  AGAINST  ALL  PARTIES TO SUCH  ACTIONS OR  PROCEEDINGS.  THIS  WAIVER IS
KNOWINGLY,  WILLINGLY AND VOLUNTARILY MADE BY LENDER AND BORROWER AND LENDER AND
BORROWER EACH HEREBY REPRESENT THAT NO  REPRESENTATIONS  OF FACT OR OPINION HAVE
BEEN MADE BY ANY  INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY
WAY MODIFY OR NULLIFY ITS EFFECT.  BORROWER FURTHER REPRESENTS THAT BORROWER HAS
BEEN REPRESENTED IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF THIS WAIVER BY
INDEPENDENT  LEGAL  COUNSEL,  SELECTED  OF  BORROWER'S  OWN FREE WILL,  AND THAT
BORROWER HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

CONFESSED JUDGMENT. UPON THE OCCURRENCE OF A DEFAULT, BORROWER HEREBY AUTHORIZES
ANY ATTORNEY  DESIGNATED BY LENDER OR ANY CLERK OF ANY COURT OF RECORD TO APPEAR
FOR BORROWER IN ANY COURT OF RECORD AND CONFESS  JUDGMENT  WITHOUT PRIOR HEARING
AGAINST  BORROWER  IN FAVOR OF LENDER  FOR,  AND IN THE  AMOUNT  OF,  THE UNPAID
BALANCE OF THE PRINCIPAL  AMOUNT OF THIS NOTE,  ALL INTEREST  ACCRUED AND UNPAID
THEREON, ALL OTHER AMOUNTS PAYABLE BY BORROWER TO LENDER UNDER THE TERMS OF THIS
NOTE OR ANY OTHER  AGREEMENT,  DOCUMENTS,  INSTRUMENT  EVIDENCING,  SECURING  OR
GUARANTYING  THE  OBLIGATIONS  EVIDENCED  BY  THIS  NOTE,  COSTS  OF  SUIT,  AND
ATTORNEYS'  FEES OF FIFTEEN PERCENT (15%) OF THE UNPAID BALANCE OF THE PRINCIPAL
AMOUNT OF THIS NOTE AND INTEREST THEN DUE HEREUNDER.

                                       5

<PAGE>


Borrower hereby releases,  to the extent permitted by applicable law, all errors
and all rights of exemption,  appeal, stay of execution,  inquisition, and other
rights to which  Borrower may otherwise be entitled under the laws of the United
States of America or of any state or  possession of the United States of America
now in force and which may  hereafter  be enacted.  The  authority  and power to
appear for and enter judgment  against Borrower shall not be exhausted by one or
more  exercises  thereof or by any imperfect  exercise  thereof and shall not be
extinguished by any judgment  entered  pursuant  thereto.  Such authority may be
exercised on one or more occasions or from time to time in the same or different
jurisdictions  as often as Lender shall deem necessary or desirable,  for all of
which this Note shall be a sufficient warrant.

DISHONORED  ITEM FEE.  Borrower  will pay a fee to Lender of $15.00 if  Borrower
makes a payment on  Borrower's  loan and the check with which  Borrower  pays is
later dishonored.

RIGHT OF SETOFF.  Borrower  grants to Lender a contractual  possessory  security
interest in, and hereby assigns,  conveys,  delivers,  pledges, and transfers to
Lender all Borrower's right,  title and interest in and to, Borrower's  accounts
with  Lender  (whether  checking,  savings,  or some other  account),  including
without  limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future,  excluding  however all IRA and Keogh accounts,
and all trust  accounts  for which the  grant of a  security  interest  would be
prohibited  by law.  Borrower  authorizes  Lender,  to the extent  permitted  by
applicable  law, to charge or setoff all sums owing on this Note against any and
all such accounts.

COLLATERAL. This Note is secured by, in addition to any other collateral, a Deed
of Trust  dated  December  14,  1995,  to a  trustee  in favor of Lender on real
property  located in  Montgomery  County,  State of Maryland,  all the terms and
conditions of which are hereby  incorporated  and made a part of this Note.  The
Real  Property  or its  address  is  commonly  known  as 20270  Goldenrod  Lane,
Germantown, MD 20876.

LINE OF CREDIT.  This Note evidences a revolving line of credit.  Advances under
this Note, as well as  directions  for payment from  Borrower's  accounts may be
requested  orally or in writing by Borrower or by an authorized  person.  Lender
may, but need not,  require that all oral requests be confirmed in writing.  The
following party or parties are authorized to request  advances under the line of
credit until  Lender  receives  from  Borrower at Lender's  address  shown above
written notice of revocation of their authority:  Joe J. Lynn, Chief Development
Officer,  Richard A. Thompson,  President/CEO;  and Steven R. Delmar,  Executive
Vice  President/CFO.  Borrower  agrees to be  liable  for all sums  either:  (a)
advanced in accordance  with the  instructions  of an  authorized  person or (b)
credited to any of Borrower's accounts with Lender. The unpaid principal balance
owing on this Note at any time may be evidenced by  endorsements on this Note or
by Lender's internal records,  including daily computer print-outs.  Lender will
have no  obligation  to advance  funds  under this Note if: (a)  Borrower or any
guarantor  is in  default  under the terms of this  Note or any  agreement  that
Borrower or any  guarantor  has with Lender,  including  any  agreement  made in
connection  with the signing of this Note; (b) Borrower or any guarantor  ceases
doing  business or is insolvent;  (c) any guarantor  seeks,  claims or otherwise
attempts to limit,  modify or revoke such guarantor's  guarantee of this Note or
any other loan with Lender,  (d) Borrower has applied funds provided pursuant to
this Note for purposes other than those authorized by Lender.

PRIOR  NOTE.  This  Note  is  a  renewal  of a  Promissory  Note  from  Microlog
Corporation, Microlog Corporation of Maryland, Old Dominion Systems Incorporated
of  Maryland  and  Genesis  Acquisition  Corporation  to Lender  dated  December
14,1995.

RELEASE OF BORROWER.  Borrower  requested and Lender  agrees to release  Genesis
Acquisition Corporation from liability for the repayment of the Note.

CONSENT TO JURISDICTION. Borrower irrevocably submits to the jurisdiction of any
state or federal court  sitting in the State of Maryland over any suit,  action,
or  proceeding  arising out of or relating  to this Note.  Borrower  irrevocably
waives,  to the fullest extent permitted by law, any objection that Borrower may
now or  hereafter  have to the  laying  of venue of any such  suit,  action,  or
proceeding  brought in any such court and any claim that any such suit,  action,
or  proceeding  brought  in any such court has been  brought in an  inconvenient
forum. Final judgment in any such suit, action or proceeding brought in any such
court shall be  conclusive  and binding upon Borrower and may be enforced in any
court in which Borrower is subject to  jurisdiction by a suit upon such judgment
provided  that service of process is effected  upon Borrower as provided in this
Note or as otherwise permitted by applicable law.

GENERAL  PROVISIONS.  This loan is being made under the terms and  provisions of
the  Maryland  Interest  and  Usury  Law.  If any part of this  Note  cannot  be
enforced,  this fact will not affect the rest of the Note. In  particular,  this
section  means  (am9ong  other things) that Borrower does not agree or intend to
pay, and Lender does not agree or intend to contract for, charge, collect, take,
reserve or receive (collectively referred to herein as "charge or collect"), any
amount in the nat8ure of interest or in the nature of a fee for this loan, which
would in any way or event (including demand,  prepayment, or acceleration) cause
Lender to charge or collect more for this loan than the maximum  Lender would be
permitted  to  charge  or  collect  by  federal  law or the law of the  State of
Maryland (as  applicable).  Any such excess interest or unauthorized  fee shall,
instead of  anything  stated to the  contrary,  be  applied  first to reduce the
principal balance of this loan, and when the principal has been paid in full, be
refunded to Borrower.  Lender may delay or forgo  enforcing any of its rights or
remedies under this Note without losing them.  Borrower and any other person who
signs,  guarantees or endorses this Note,  to the extent  allowed by law,  waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise  expressly stated in writing, no
party who signs this Note, whether as maker,  guarantor,  accommodation maker or
endorser,  shall be released from liability.  All such parties agree that Lender
may renew or  extend  (repeatedly  and for any  length of time)  this  loan,  or
release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Lender's security interest in the collateral;  and take any other action
deemed necessary by Lender without the consent of or notice to anyone.  All such
parties  also agree that Lender may modify  this loan  without the consent of or
notice to anyone other than the party with whom the modification is made.

PRIOR TO SIGNING THIS NOTE,  BORROWER READ AND  UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE,  INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLET'ED COPY OF THE NOTE.


<TABLE>
<CAPTION>

BORROWER:

         <S>                                                     <C>
         Microlog Corporation                                    Old Dominion Systems Incorporated of
         Maryland

         By:      /s/ Steven R. Delmar                           By:     /s/ Steven R. Delmar
            ------------------------------------------              -------------------------------------------
         Steven R. Delmar, Executive Vice President/CFO          Steven R. Delmar, Executive Vice President/CFO
        

         Microlog Corporation of Maryland

         By:      /s/ Steven R. Delmar
            -------------------------------------------
         Steven R. Delmar, Executive Vice President/CFO
</TABLE>


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