EXIM BANK COMMITTED LINE OF CREDIT NOTE

$1,500,000                                                          May 19, 2000

FOR VALUE RECEIVED. THE BETHLEHEM CORPORATION,  with an address at 25th & Lennox
Street, Easton, Pennsylvania 18645 (the "Borrower") promises to pay to the order
of PNC BANK, NATIONAL  ASSOCIATION at its offices located at 1600 Market Street,
Philadelphia,  Pennsylvania  19103,  or at such other  location  as the Bank may
designate from time to time, (the "Bank"),  in lawful money of the United States
of America in immediately  available funds the principal sum of One Million Five
Hundred Thousand Dollars  ($1,500,000) (the "Facility") or such lesser amount as
may be advanced to or for the benefit of the Borrower  hereunder,  together with
interest accruing on the outstanding  principal balance from the date hereof, as
provided below.

1. RATE OF INTEREST. Amounts outstanding under this Note will bear interest at a
rate per annum which is at all times equal to the Prime Rate.  Interest  will be
calculated  on the basis of a year of 360 days for the actual  number of days in
each interest period. As used herein,  "Prime Rate" shall mean the rate publicly
announced by the Bank from time to time as its prime rate. The Prime Rate is not
tied to any external rate or index and does not  necessarily  reflect the lowest
rate of  interest  actually  charged  by the  Bank to any  particular  class  or
category of customers.  If and when the Prime Rate changes, the rate of interest
on this Note will change automatically without notice to the Borrower, effective
on the date of any such change. In no event will the rate of interest  hereunder
exceed the maximum rate allowed by law.

2. ADVANCES.  The Borrower may borrow,  repay and reborrow  hereunder  until the
Expiration  Date,  subject to the terms and conditions of this Note and the Loan
Documents (as defined herein).  The "Expiration Date" shall mean May 1, 2001, or
such later date as may be designated by the Bank by written notice from the Bank
to the Borrower.  The Borrower acknowledges and agrees that in no event will the
Bank be under any obligation to extend or renew the Facility or this Note beyond
the initial Expiration Date.  However,  the Bank agrees to make every reasonable
effort to provide  the  Borrower  with at least  sixty  (60) days prior  written
notice of its  decision not to extend or renew the  Facility.  In no event shall
the aggregate  unpaid  principal  amount of advances  under this Note exceed the
face amount of this Note.

3. ADVANCE PROCEDURES.  A request for advance made by telephone must be promptly
confirmed  in  writing  by such  method as the Bank may  require.  The  Borrower
authorizes  the Bank to accept  telephonic  requests for advances,  and the Bank
shall be  entitled  to rely upon the  authority  of any  person  providing  such
instructions.  The Borrower hereby  indemnifies and holds the Bank harmless from
and  against  any and all  damages,  losses,  liabilities,  costs  and  expenses
(including  reasonable  attorneys'  fees and  expenses)  which  may  arise or be
created by the  acceptance of such  telephone  requests or making such advances.
The Bank will  enter on its books and  records,  which  entry  when made will be
presumed correct,  the date and amount of each advance,  as well as the date and
amount of each payment made by the Borrower.

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4. PAYMENT  TERMS.  Accrued  interest  will be due and payable on the 1st day of
each month,  beginning  with the payment  due on June 1, 2000.  The  outstanding
principal  balance and any accrued but unpaid  interest shall be due and payable
on the Expiration Date.

5. LATE PAYMENTS;  DEFAULT RATE. If any payment under this Note shall become due
on a Saturday,  Sunday or public  holiday  under the laws of the State where the
Bank's office indicated above is located, such payment shall be made on the next
succeeding  business  day and  such  extension  of time  shall  be  included  in
computing  interest  in  connection  with  such  payment.  The  Borrower  hereby
authorizes the Bank to charge the Borrower's deposit account at the Bank for any
payment when due  hereunder by accepting  the benefits of this Note and the Bank
hereby agrees to make every reasonable  effort to do so. Should the Bank fail to
do so at a point in time when sufficient funds to make the necessary payment are
on deposit  therein,  the Bank shall be  precluded  from  declaring  an Event of
Default under the Loan  Documents  based solely upon the failure of the Borrower
to make the scheduled payment in question.  Notwithstanding  the foregoing.  the
Bank  agrees to make every  reasonable  effort to provide the  Borrower  with at
least five (5) days prior written  notice  before  charging such account for any
amount other than principal and interest.  Payments  received will be applied to
charges,  fees and expenses  (including  attorneys' fees),  accrued interest and
principal in any order the Bank may choose, in its sole discretion.

6. LATE  PAYMENTS;  DEFAULT RATE.  If the Borrower  fails to make any payment of
principal,  interest or other amount  coming due pursuant to the  provisions  of
this  Note  within  ten (10)  calendar  days of the date  due and  payable,  the
Borrower  also shall pay to the Bank a late  charge  equal to the lesser of five
percent  (5.00%) of the amount of such payment or $500. Such ten (10) day period
shall not be  construed  in any way to extend the due date of any such  payment.
The late  charge is imposed  for the purpose of  defraying  the Bank's  expenses
incident to the handling of  delinquent  payments and is in addition to, and not
in lieu of, the exercise by the Bank of any rights and remedies hereunder, under
the other Loan Documents or under  applicable laws, and any fees and expenses of
any agents or attomeys  which the Bank may  employ.  Upon  maturity,  whether by
acceleration,  demand  or  otherwise,  and at the  option  of the Bank  upon the
occurrence  of any Event of  Default  (as  hereinafter  defined)  and during the
continuance thereof, this Note shall bear interest at a rate per annum (based on
a year of 360 days and actual  days  elapsed)  which  shall be three  percentage
points  (3.00%) in excess of the interest rate in effect from time to time under
this  Note but not more  than the  maximum  rate  allowed  by law (the  "Default
Rate").  The Default Rate shall  continue to apply whether or not judgment shall
be entered on this Note.

7. PREPAYMENT.  The indebtedness  evidenced by this Note may be prepaid in whole
or in part at any time without penalty.

8.  OTHER  LOAN  DOCUMENTS.  This Note is issued in  connection  with the Letter
Agreement  from the Bank to the Borrower dated of even date herewith (the " Loan
Agreement"),  the terms of which are incorporated herein by reference,  together
with each of the documents and

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instruments  executed and delivered in connection therewith  (collectively,  the
"Loan  Documents"),  and  is  secured  by the  property  described  in the  Loan
Documents (if any) and by such other  collateral as previously  may have been or
may in the future be granted to the Bank to secure this Note.

9. EVENTS OF DEFAULT. The occurrence of any of the events set forth in Article 7
of the Loan  Agreement  will be deemed to be an "Event of  Default"  under  this
Note.  subject to the applicable  notice and cure periods  specified in the Loan
Agreement.

10. Upon the  occurrence of an Event of Default:  (a) the Bank shall be under no
further  obligation  to make  advances  hereunder;  (b) if an Event  of  Default
specified in clause (iii) or (iv) above shall occur,  the outstanding  principal
balance and accrued  interest  hereunder  together with any  additional  amounts
payable  hereunder shall be immediately due and payable without demand or notice
of any kind;  (c) if any other Event of Default  shall  occur,  the  outstanding
principal  balance and accrued interest  hereunder  together with any additional
amounts  payable  hereunder,  at the  option of the Bank and  without  demand or
notice of any kind, may be accelerated  and become  immediately due and payable;
(d) at the option of the Bank,  this Note will bear interest at the Default Rate
from the date of the  occurrence  of the Event of Default;  and (e) the Bank may
exercise from time to time any of the rights and remedies  available to the Bank
under the Loan Documents or under applicable law.

11. POWER TO CONFESS JUDGMENT.  The Borrower hereby empowers any attorney of any
court of record,  after the  occurrence  of any Event of Default  hereunder,  to
appear for the Borrower and, with or without complaint filed,  confess judgment,
or a series  of  judgments,  against  the  Borrower  in favor of the Bank or any
holder  hereof  for the entire  principal  balance  of this  Note,  all  accrued
interest and all other amounts due hereunder, together with costs of suit and an
attorney's  commission  of the greater of 10% of such  principal and interest or
$1,000  added as a reasonable  attorney's  fee, and for doing so, this Note or a
copy verified by affidavit  shall be a sufficient  warrant.  Any attorneys' fees
attempted to be recovered  under this Section 9 shall be reasonable and based on
the  actual  time  expended  by  counsel  for the Bank and  calculated  based on
reasonable hourly charges under the  circumstances.  The Borrower hereby forever
waives and releases all errors in said  proceedings and all rights of appeal and
all relief from any and all  appraisement,  stay or exemption  laws of any state
now in force or hereafter enacted. Interest on any such judgment shall accrue at
the Default Rate.

12. No single exercise of the foregoing power to confess  judgment,  or a series
of  judgments,  shall be deemed to exhaust  the  power,  whether or not any such
exercise  shall be held by any court to be invalid,  voidable,  or void, but the
power shall continue  undiminished  and it may be exercised from time to time as
often as the Bank shall  elect  until such time as the Bank shall have  received
payment in full of the debt, interest and costs.

13. RIGHT OF SETOFF.  In addition to all liens upon and rights of setoff against
the money,  securities  or other  property of the Borrower  given to the Bank by
law, the Bank shall have, with

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respect  to the  Borrower's  obligations  to the Bank under this Note and to the
extent  permitted by law, a contractual  possessory  security  interest in and a
contractual right of setoff against,  and the Borrower hereby assigns,  conveys,
delivers,  pledges and transfers to the Bank all of the Borrower's right,  title
and interest in and to, all deposits,  moneys,  securities and other property of
the Borrower now or hereafter in the  possession  of or on deposit  with,  or in
transit to, the Bank  whether  held in a general or special  account or deposit,
whether  held  jointly with someone  else,  or whether held for  safekeeping  or
otherwise.  excluding,  however, all IRA, Keogh, and trust accounts.  Every such
security  interest and right of setoff may be exercised  without  demand upon or
notice to the Borrower, provided that an Event of Default has occurred hereunder
and  remains  uncured.  Every such right of setoff  shall be deemed to have been
exercised  immediately  upon the  occurrence  of an Event of  Default  hereunder
without any action of the Bank,  although  the Bank may enter such setoff on its
books and records at a later time.

14.  MISCELLANEOUS.  No delay or omission  of the Bank to exercise  any right or
power arising hereunder shall impair any such right or power or be considered to
be a waiver of any such right or power,  nor shall the Bank's action or inaction
impair any such right or power.  The  Borrower  agrees to pay on demand,  to the
extent  permitted  by law,  all costs and  expenses  incurred by the Bank in the
enforcement of its rights in this Note and in any security  therefor,  including
without limitation reasonable fees and expenses of the Bank's counsel, exclusive
of all such costs and expenses  relating to the salaried  employees of the Bank,
and all  related  administrative  and  overhead  expenses  of the  Bank.  If any
provision  of this  Note is  found  to be  invalid  by a  court,  all the  other
provisions  of this Note will remain in full force and effect.  The Borrower and
all other makers and indorsers of this Note hereby  forever  waive  presentment,
protest, notice of dishonor and notice of non-payment.  The Borrower also waives
all defenses  based on suretyship or impairment of  collateral.  If this Note is
executed by more than one Borrower,  the obligations of such persons or entities
hereunder  will be joint and several.  This Note shall bind the Borrower and its
heirs,  executors,  administrators,  successors  and  assigns,  and the benefits
hereof shall inure to the benefit of the Bank and its successors and assigns.

15. This Note has been  delivered to and accepted by the Bank and will be deemed
to be made in the State where the Bank's  office  indicated  above is  currently
located.  THIS NOTE WILL BE  INTERPRETED  AND THE RIGHTS AND  LIABILITIES OF THE
BANK AND THE BORROWER  DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE
THE BANK'S OFFICE INDICATED ABOVE IS CURRENTLY  LOCATED,  EXCLUDING ITS CONFLICT
OF LAWS  RULES.  The  Borrower  hereby  irrevocably  consents  to the  exclusive
jurisdiction  of any state or federal court for the county or judicial  district
where the Bank's office indicated above is currently located,  and consents that
all  service of  process  be sent by  nationally  recognized  overnight  courier
service directed to the Borrower at the Borrower's  address set forth herein and
service so made will be deemed to be completed on the business day after deposit
with such courier; provided that nothing contained in this Note will prevent the
Bank from bringing any action, enforcing any award or judgment or exercising any
rights  against the Borrower  individually,  against any security or against any
property of the  Borrower  within any other  county,  state or other  foreign or
domestic jurisdiction. The Borrower

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acknowledges  and agrees that the venue  provided  above is the most  convenient
forum for both the Bank and the Borrower,  The Borrower  waives any objection to
venue  and  any  objection  based  on a more  convenient  forum  in  any  action
instituted under this Note.

16. WAIVER OF JURY TRIAL. THE BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS THE
BORROWER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION,  PROCEEDING  OR CLAIM OF ANY
NATURE  RELATING TO THIS NOTE,  ANY DOCUMENTS  EXECUTED IN CONNECTION  WITH THIS
NOTE OR ANY  TRANSACTION  CONTEMPLATED  IN ANY OF SUCH  DOCUMENTS.  THE BORROWER
ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.

17. The Borrower acknowledges that it has read and understood all the provisions
of this  Note,  including  the  waiver of jury  trial,  and has been  advised by
counsel as necessary or appropriate.

WITNESS the due execution  hereof as a document under seal, as of the date first
written above, with the intent to be legally bound hereby.

[CORPORATE SEAL]                         THE BETHLEHEM CORPORATION,
                                                   a Pennsylvania corporation

Attest:                                  By:                            (SEAL)
       -------------------------            -----------------------------------
                                            Alan H. Silverstein
                                            President & Chief Executive Officer



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