<PAGE>
                                                                   Exhibit 10.43


                                 PROMISSORY NOTE

                                   (Term Note)

$6,000,000.00                                                     March 13, 2003


      FOR VALUE RECEIVED, on or before the Maturity Date the undersigned, WHITE
ELECTRONIC DESIGNS CORPORATION, an Indiana corporation ("Borrower"), does hereby
unconditionally promise to pay to the order of BANK ONE, NA ("Bank"), a national
banking association with its main office in Chicago, Illinois, at Post Office
Box 71, Phoenix, Arizona, 85001, Attention: Commercial Banking Dept. AZ1-1178,
the principal amount of SIX MILLION AND NO/100 DOLLARS ($6,000,000.00) ("Total
Principal Amount"), or such amount less than the Total Principal Amount which is
outstanding from time to time if the total amount outstanding under this
Promissory Note ("Term Note") is less than the Total Principal Amount, in lawful
money of the United States of America, together with interest on the Total
Principal Amount until paid at the rates per annum, provided below.

      1. Definitions. For purposes of this Term Note, unless the context
otherwise requires, the following terms shall have the definitions assigned to
such terms as follows:

      "Adjusted LIBOR Rate" shall mean with respect to each Interest Period, on
any day thereof an amount equal to the sum of (i) one and one-half percent
(1.5%), plus, (ii) the quotient (rounded upward to the nearest 1/100 of one
percent) of (a) the LIBOR Rate with respect to such Interest Period, divided by
(b) the remainder of 1.0 less the Reserve Requirement in effect on such day.
Each determination by Bank of the Adjusted LIBOR Rate shall, in the absence of
manifest error, be conclusive and binding.

      "Adjusted Prime Rate" shall mean a rate equal to the Prime Rate.

      "Business Day" shall mean any day other than a Saturday, Sunday or any
other day on which Bank is authorized to be closed.

      "Consequential Loss" shall mean, with respect to Borrower's payment of all
or any portion of the then-outstanding principal amount of any LIBOR Balance on
a day other than the last day of the Interest Period related thereto, any loss,
cost or expense incurred by Bank in redepositing such principal amount,
including the sum of (i) the interest which, but for such payment, Bank would
have earned in respect of such principal amount so paid, for the remainder of
the Interest Period applicable to such sum, reduced, if Bank is able to
redeposit such principal amount so paid for the balance of such Interest Period,
by the interest earned by Bank as a result of so redepositing such principal
amount plus (ii) any expense or penalty incurred by Bank on redepositing such
principal amount.

      "Contract Rate" shall mean a rate of interest based upon the Adjusted
LIBOR Rate or Adjusted Prime Rate in effect at any time pursuant to an Interest
Notice.

      "Default" shall mean the occurrence of an "Event of Default" as defined in
the Loan Agreement.




<PAGE>
                                                                   Exhibit 10.43


      "Dollars" shall mean lawful currency of the United States of America.

      "Excess Interest Amount" shall mean, on any date, the amount by which (i)
the amount of all interest which would have accrued prior to such date on the
principal of this Term Note, had the applicable Contract Rate at all times been
in effect without limitation by the Maximum Rate, exceeds (ii) the aggregate
amount of interest accrued on this Term Note on or prior to such date.

      "Extension Conditions" shall mean:

            (i) Borrower at least sixty (60) days prior to the commencement of
      the extension period shall have given Bank written notice that Borrower
      desires such extension;

            (ii) Bank, in its reasonable discretion, shall have determined that
      there has been no material adverse change in the financial condition of
      Borrower or any Guarantor; and

            (iii) No Default shall have occurred and be continuing.

      "Interest Notice" shall mean the notice given by Borrower to Bank of the
Interest Option selected hereunder. Each Interest Notice shall specify the
Interest Option selected, the amount of the unpaid principal balance of this
Term Note to bear interest at the rate selected and, if the Adjusted LIBOR Rate
is specified, the length of the applicable Interest Period. An Interest Notice
may be written or oral (if promptly confirmed thereafter in writing) and Bank is
hereby authorized and directed to honor all telephonic Interest Notices from any
officer of Borrower authorized to request advances under the Loan Agreement.

      "Interest Option" shall have the meaning assigned to such term in
paragraph 7 hereof.

      "Interest Payment Date" shall mean the first Business Day of each calendar
month commencing on April 1, 2003, and continuing on the first Business Day of
each successive calendar month thereafter, and the Maturity Date.

      "Interest Period" shall mean, with respect to the LIBOR Balance, a period
commencing on the first Business Day of a calendar month for which, pursuant to
an Interest Notice, the principal amount of such LIBOR Balance begins to accrue
interest at the Adjusted LIBOR Rate, and ending one month thereafter, provided
that any Interest Period which would otherwise end after the Maturity Date shall
end on the Maturity Date.

      "LIBOR Balance" shall mean the principal balance of this Term Note which,
pursuant to an Interest Notice, bears interest at a rate based upon the Adjusted
LIBOR Rate for the Interest Period specified in such Interest Notice.

      "LIBOR Business Day" shall mean a Business Day on which dealings in
Dollars are carried out in the London interbank eurodollar market.

      "LIBOR Rate" shall mean, with respect to any LIBOR Balance for the
Interest Period applicable thereto, the offered rate for the period equal to or
next greater than such Interest


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<PAGE>
                                                                   Exhibit 10.43

Period for U.S. Dollar deposits of not less than $1,000,000.00 as of 11:00 a.m.
City of London, England time two (2) LIBOR Business Days prior, to the first day
of the Interest Period as shown on the display designated as "British Bankers
Association Interest Settlement Rate" on Reuters for the purpose of displaying
such rate. In the event that such rate is not available on Reuters, then such
offered rate shall be otherwise independently determined by Bank for any
alternate, substantially similar independent source available to Bank or shall
be calculated by Bank by a substantially similar methodology as that theretofore
used to determine such offered rate.

      "Loan Agreement" shall mean that certain Amended and Restated Loan and
Security Agreement dated January 7, 2000, executed by and between Bank and
Borrower, as amended from time to time.

      "Loan Documents" shall have the meaning assigned to such term in the Loan
Agreement.

      "Maturity Date" shall mean March 13, 2008, or if Borrower satisfies the
Extension Conditions, March 13, 2010.

      "Maximum Rate" shall mean the maximum nonusurious interest rate, if any,
that at any time, or, from time to time, may be contracted for, taken, reserved,
charged, or received on the Loans under the laws which are presently in effect
of the United States and the State of Arizona applicable to Bank and such
indebtedness or, to the extent permitted by law, under such applicable laws of
the United States or the State of Arizona which may hereafter be in effect and
which allow a higher maximum nonusurious interest rate than applicable laws now
allow. To the extent federal law permits Bank to contract for, charge or receive
a greater amount of interest, Bank will rely on federal law, instead of the laws
of the State of Arizona, for the purpose of determining the Maximum Rate.
Additionally, to the maximum extent permitted by applicable law now or hereafter
in effect, Bank may, at its option and from time to time, implement any other
method of computing the Maximum Rate under the Act or under other applicable law
by giving notice, if required, to Borrower as provided by applicable law now or
hereafter in effect.

      "Prime Rate" shall mean the per annum rate of interest publicly announced
by Bank from time to time as its "prime or base rate." Any change in an interest
rate resulting from a change in the Prime Rate shall become effective on the day
such change is announced by Bank. The Prime Rate is a reference used by Bank in
determining interest rates on certain loans and is not intended to be the lowest
rate of interest charged on any extension of credit to any debtor.

      "Prime Rate Balance" shall mean that portion of the principal balance of
this Term Note bearing interest at a rate based upon the Adjusted Prime Rate.

      "Regulation D" shall mean Regulation D of the Board of Governors of the
Federal Reserve System from time to time in effect and shall include any
successor or other regulation relating to reserve requirements applicable to
member banks of the Federal Reserve System.

      "Reserve Requirement" shall, on any day, mean that percentage (expressed
as a decimal fraction) which is in effect on such day, as provided by the Board
of Governors of the Federal Reserve System (or any successor governmental body)
for determining the reserve requirements (including without limitation, basic,
supplemental, marginal and emergency reserves) under Regulation D with respect
to "Eurocurrency liabilities" as currently defined in Regulation D, or


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                                                                   Exhibit 10.43


under any similar or successor regulation. For purposes of this definition, any
LIBOR Balances hereunder shall be deemed "Eurocurrency liabilities" under
Regulation D without benefit of or credit for prorations, exemptions or offsets
under Regulation D. Bank's determination of the Reserve Requirement shall be
conclusive absent manifest error.

      2. Payments of Interest and Principal.

             (a) Accrued and unpaid interest on the unpaid principal balance of
             this Term Note shall be due and payable on each Interest Payment
             Date.

             (b) Payment of principal of this Term Note shall be due and
             payable on the first Business Day of each calendar month,
             commencing on April 1, 2003, in an amount sufficient to fully
             amortize the original principal balance of this Term Note over 180
             equal monthly payments.

             (c) If not earlier due and payable, the entire unpaid principal
             balance, all accrued and unpaid interest and all other amounts due
             and payable hereunder shall be due and payable in full on the
             Maturity Date.

       3. Nature of Indebtedness; Payments. No amounts paid on this Term Note
may be reborrowed. All payments of the indebtedness evidenced by this Term Note
and by any of the other Loan Documents shall be applied first to any accrued but
unpaid interest then due and payable hereunder or thereunder and then to the
principal amount outstanding hereunder or thereunder. All payments and
prepayments of principal of or interest on this Term Note shall be made in
lawful money of the United States of America, at the address of Bank indicated
above, or such other place as the holdings of this Term Note shall designate in
writing to Borrower. If any payment of principal of or interest on this Term
Note shall become due on a day which is not a Business Day, such payment shall
be made on the next succeeding Business Day and any such extension of time shall
be included, in computing interest in connection with such payment.

       4. Rates of Interest. The unpaid principal of the Prime Rate Balance
shall bear interest at a rate per annum which shall from day to day be equal to
the lesser of (i) the Adjusted Prime Rate in effect from day to day, or (ii) the
Maximum Rate. The unpaid principal of each LIBOR Balance shall bear interest at
a rate per annum which shall from day to day be equal to the lesser of (i) the
Adjusted LIBOR Rate for the Interest Period in effect with respect to such LIBOR
Balance, or (ii) the Maximum Rate. Each change in the interest rate applicable
to a Prime Rate Balance shall become effective without prior notice to Borrower
automatically as of the day any change in the Prime Rate is announced by Bank.
Interest on this Term Note shall be calculated on the basis of the actual days
elapsed in a year consisting of 360 days.

       5. Interest Recapture. If on each Interest Payment Date or any other date
on which interest payments are required hereunder, Bank does not receive
interest on this Term Note computed at the Contract Rate because such Contract
Rate exceeds or has exceeded the Maximum Rate, then Borrower shall, upon the
written demand of Bank, pay to Bank in addition to the interest otherwise
required to be paid hereunder, on each Interest Payment Date thereafter, the
Excess Interest Amount (calculated as of such later Interest Payment Date);
provided that in


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<PAGE>

                                                                   Exhibit 10.43

no event shall Borrower be required to pay, for any Interest Period, interest at
a rate exceeding the Maximum Rate effective during such period.

      6. Interest on Past Due Amounts. Notwithstanding anything herein to the
contrary, upon the occurrence and during the continuation of a Default and at
maturity, whether by acceleration or otherwise, all principal of this Term Note
shall, at the option of Bank and after notice to Borrower, bear interest at the
"Default Rate" set forth in the Loan Agreement.

      7. Interest Option. Subject to the provisions hereof, Borrower shall have
the option (an "Interest Option") of designating the entire unpaid principal
balance of this Term Note to bear interest at a rate based upon the Adjusted
LIBOR Rate or Adjusted Prime Rate as provided in paragraph 4 hereof, provided,
however, that the selection of the Adjusted LIBOR Rate for a particular Interest
Period shall not be for less than the greater of $500,00000 or the entire unpaid
principal. Each Interest Option shall be exercised in the manner provided below.

             (i) At Time of Borrowing. At the time of the advance of the
             principal hereof to Borrower, the principal hereof shall bear
             interest at a rate based upon the Adjusted Prime Rate and,
             constitute a Prime Rate Balance until such time as Borrower gives
             Bank an Interest Notice in accordance with the terms hereof.

             (ii) At Expiration of Interest Periods. At least two (2) LIBOR
             Business Days prior to the termination of any Interest Period,
             Borrower shall give Bank an Interest Notice indicating the Interest
             Option to be applicable to the corresponding LIBOR Balance upon the
             expiration of such Interest Period. If the required Interest Notice
             shall not have been timely received by Bank prior to the expiration
             of the then-relevant Interest Period, Borrower shall be deemed to
             have selected a rate based upon the Adjusted Prime Rate to be
             applicable to such LIBOR Balance upon the expiration of such
             Interest Period and to have given Bank notice of such selection.

             (iii) Conversion From Adjusted Prime Rate. During any period in
             which the principal hereof bears interest at a rate based upon the
             Adjusted Prime Rate, Borrower shall have the right, on first day of
             the next month, the "Conversion Date"), to convert the principal
             amount from the Prime Rate Balance to a LIBOR Balance by giving
             Bank an Interest Notice of such selection at least two (2) LIBOR
             Business Days prior to such Conversion Date.

An Interest Notice may be written or oral and Bank is hereby authorized and
directed to honor all telephonic Interest Notices hereunder. Borrower agrees to
indemnify and hold Bank harmless from any loss or liability incurred by Bank in
connection with honoring any telephonic or other oral Interest Notices. All
written Interest Notices are effective only upon receipt by Bank. Each Interest
Notice shall be irrevocable and binding upon Borrower.

      8. Special Provisions for LIBOR Pricing.

             (a) Inadequacy of LIBOR Loan Pricing. If Bank determines that, by
             reason of circumstances affecting the interbank eurodollar market
             generally, deposits in Dollars (in the applicable amounts) are not
             being offered to United States



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                                                                   Exhibit 10.43


             financial institutions in the interbank eurodollar market for such
             Interest Period, or that the rate at which such Dollar deposits are
             being offered will not adequately and fairly reflect the cost to
             Bank of making or maintaining a LIBOR Balance for the applicable
             Interest Period, Bank shall forthwith give notice thereof to
             Borrower, whereupon until Bank notifies Borrower that the
             circumstances giving rise to such suspension no longer exist, (i)
             the right of Borrower to select an Interest Option based upon the
             LIBOR Rate shall be suspended, and (ii) Borrower shall be deemed to
             have converted each LIBOR Balance to the Prime Rate Balance in
             accordance with the provisions hereof on the last day of the
             then-current Interest Period applicable to such LIBOR Balance.

             (b) Illegality. If the adoption of any applicable law, rule or
             regulation, or any change therein, or any change in the
             interpretation or administration thereof by any governmental
             authority, central bank or comparable agency charged with the
             interpretation or administration thereof, or compliance by Bank
             with any request or directive (whether or not having the force of
             law) of any such authority, central bank or comparable agency shall
             make it unlawful or impossible for Bank to make or maintain a LIBOR
             Balance, Bank shall so notify Borrower. Upon receipt of such
             notice, Borrower shall be deemed to have converted any LIBOR
             Balance to the Prime Rate Balance, on either (i) the last day of
             the then-current interest Period applicable to such LIBOR Balance
             if Bank may lawfully continue to maintain and fund such LIBOR
             Balance to such day, or (ii) immediately, if Bank may not lawfully
             continue to maintain such LIBOR Balance to such day.

      9. Loan Agreement. This Term Note is subject to the terms and provisions
of the Loan Agreement, which is incorporated herein by reference for all
purposes. Among other things, the Loan Agreement limits the maximum principal
amount outstanding under this Term Note. The holder of this Term Note is
entitled to the benefits provided in the Loan Agreement.

      10. Prepayments; Consequential Loss. Any prepayment made hereunder shall
be made together with all interest accrued but unpaid on this Term Note through
the date of such prepayment. Contemporaneously with each prepayment of
principal, Borrower shall give Bank written or oral notice indicating whether
such prepayment is to be applied to the Prime Rate Balance or a particular LIBOR
Balance. If such notice is not timely received by Bank, Borrower shall be deemed
to have selected to prepay the Prime Rate Balance and, if any sums remain after
satisfying all of the Prime Rate Balance, the remaining sums shall be applied to
the next maturing LIBOR Balances. Borrower agrees to indemnify and hold Bank
harmless from any loss or liability incurred by Bank in connection with honoring
telephonic or other oral notices indicating how a prepayment is to be applied.
If Borrower makes any payment of principal with respect to any LIBOR Balance on
any day prior to the last day of the Interest Period applicable to such LIBOR
Balance, Borrower shall reimburse Bank on demand the Consequential Loss incurred
by Bank as a result of the timing of such payment. A certificate of Bank setting
forth the basis for the determination of a Consequential Loss shall be delivered
to Borrower and shall, in the absence of manifest error, be conclusive and
binding as to such determination and amount.

      11. Additional Costs. Borrower agrees to pay to Bank all Additional Costs
(hereinafter defined) within ten (10) days of receipt by Borrower from Bank of a
statement


                                      -6-
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                                                                   Exhibit 10.43


      setting forth the amount or amounts due and the basis for the
determination from time to time of such amount or amounts, which statement shall
be conclusive and binding upon Borrower absent manifest error. Failure on the
part of Bank to demand compensation for any Additional Costs in any Interest
Period shall not constitute a waiver of Bank's right to demand compensation for
any Additional Costs incurred during any such Interest Period or in any other
subsequent or prior Interest Period. The term "Additional Costs" shall mean such
additional amount or amounts as Bank shall reasonably determine will compensate
Bank for actual costs incurred by Bank in maintaining LIBOR Rates on the LIBOR
Balances or any portion thereof as a result of any change, after the date of
this Term Note, in applicable law, rule or regulation or in the interpretation
or administration thereof by, or the compliance by Bank with any request or
directive from, any domestic or foreign governmental authority charged with the
interpretation or administration thereof (whether or not having the force of
law) or by any domestic or foreign court changing the basis of taxation of
payments to Bank of the LIBOR Balances or interest on the LIBOR Balances or any
portion thereof at an Adjusted LIBOR Rate or any other fees or amounts payable
under this Term Note or the Loan Agreement (other than taxes imposed on all or
any portion of the overall net income of Bank by any federal, state, local or
municipal governmental unit), or imposing, modifying or applying any reserve,
special deposit or similar requirement against assets of, deposits, with or for
the account of, credit extended by, or any other acquisition of funds for loans
by Bank, or imposing on Bank, as the case may be, or on the London interbank
market any other condition affecting this Term Note, the Loan Agreement or the
LIBOR Balances so as to increase the cost of Bank making or maintaining LIBOR
Balances or any portion thereof or to reduce the amount of any sum received or
receivable by Bank under this Term Note or the Loan Agreement (whether of
principal, interest or otherwise), by an amount deemed by Bank in good faith to
be material, but without duplication for the Reserve Requirement.

      12. Legal Fees. If this Term Note is placed in the hands of any attorney
for collection, or if it is collected through any legal proceeding at law or in
equity or in bankruptcy, receivership or other court proceedings, Borrower
agrees to pay all costs of collection including, but not limited to, court costs
and, reasonable attorneys' fees.

      13. Waivers. Borrower and each surety, endorser, guarantor and any other
party ever liable for payment of any sums of money payable on this Term Note,
jointly and severally waive presentment and demand for payment, protest, notice
of protest, intention to accelerate, acceleration and non-payment, or other
notice of default, and agree that their liability under this Term Note shall not
be affected by any renewal or extension in the time of payment hereof, or in any
indulgences, or by any release or change in any security for the payment of this
Term Note, and hereby consent to any and all renewals, extensions, indulgences,
releases or changes, regardless of the number of such renewals, extensions,
indulgences, releases or changes; provided, however, except as provided in
paragraph 15 hereof, this Term Note may not be amended or modified except by a
written instrument signed by Borrower and the holder hereof.

      No waiver by Bank of any of its rights or remedies hereunder or under any
other document evidencing or securing this Term Note or otherwise shall be
considered a waiver of any other subsequent right or remedy of Bank; no delay or
omission in the exercise or enforcement by Bank of any rights or remedies shall
ever be construed as a waiver of any right


                                      -7-
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                                                                   Exhibit 10.43

or remedy of Bank; and no exercise or enforcement of any such rights or remedies
shall ever be held to exhaust any right or remedy of Bank.

      14. Remedies. Upon the occurrence of any Default, the holder hereof may,
at its option, (i) declare the entire unpaid balance of principal and accrued
but unpaid interest on this Term Note to be immediately due and payable, (ii)
foreclose all liens securing payment hereof, (iii) pursue any and all other
rights, remedies and recourse available to the holder hereof, including but not
limited to, any such rights, remedies or recourse under the Loan Documents, at
law or in equity, or (iv) pursue any combination of the foregoing.

      15. Usury. This Term Note and all of the other Loan Documents are intended
to be performed in accordance with, and only to the extent permitted by, all
applicable usury laws. If any provision hereof or of any of the other Loan
Documents or the application thereof to any person or circumstance shall, for
any reason and to any extent, be invalid or unenforceable, neither the
application of such provision to any other person or circumstance nor the
remainder of the instrument in which such provision is contained shall be
affected thereby and shall be enforced to the greatest extent permitted by law.
It is expressly stipulated and agreed to be the intent of the holder hereof to
at all, times comply with the usury and other applicable laws now or hereafter
governing the interest payable on the indebtedness evidenced by this Term Note
if the applicable law is ever revised, repealed or judicially interpreted so as
to render usurious any amount called for under this Term Note or under any of
the other Loan Documents, or contracted for, charged, taken, reserved or
received with respect to the indebtedness evidenced by this Term Note, or if
Bank's exercise, of the option to accelerate the maturity of this Term Note, or
if any prepayment by Borrower results in Borrower having paid any interest in
excess of that permitted by law, then it is the express intent of Borrower and
Bank that all excess amounts theretofore collected by Bank be credited on the
principal balance of this Term Note (or, if this Term Note and all other
indebtedness arising under or pursuant to the other Loan Documents have been
paid in full, refunded to Borrower), and the provisions of this Term Note and
the other Loan Documents immediately be deemed reformed and the amounts
thereafter collectable hereunder and thereunder reduced, without the necessity
of the execution of any new document, so as to comply with the then applicable
law, but so as to permit the recovery of the fullest amount otherwise called for
hereunder or thereunder. All sums paid, or agreed to be paid, by Borrower for
the use, forbearance, detention, taking, charging, receiving or reserving of the
indebtedness of Borrower to Bank under this Term Note or arising under or
pursuant to the other Loan Documents shall, to the maximum extent permitted by
applicable law, be amortized, prorated, allocated and spread throughout the full
term of such indebtedness until payment in full so that the rate or amount of
interest on account of such indebtedness does not exceed the usury ceiling from
time to time in effect and applicable to such indebtedness for so long as such
indebtedness is outstanding. Notwithstanding anything to the contrary contained
herein or in any of the other Loan Documents, it is not the intention of Bank to
accelerate the maturity of any interest that has not accrued at the time of such
acceleration or to collect unearned interest at the time of such acceleration.

      16. Choice of Law. This Term Note is being executed and delivered, and is
intended to be performed in the State of Arizona. Except to the extent that the
laws of the United States may apply to the terms hereof, the substantive laws of
the State of Arizona shall govern the validity, construction, enforcement and
interpretation of this Term Note.



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                                                                   Exhibit 10.43

                             WHITE ELECTRONIC DESIGNS CORPORATION



                             By:
                                ------------------------------------------------
                             Name:         Hamid R. Shokrgozar
                             Title:        President and CEO



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