NOTE

$600,000.                                                           May 19, 2000

                               For value received,

                            THE BETHLEHEM CORPORATION

a Pennsylvania corporation having its office at 25th and Lennox Streets, Easton,
Pennsylvania  18045,  hereinafter  referred to as the "maker" promises to pay to
the order of FUNDEX  CAPITAL  CORPORATION,  505 Park Avenue,  New York, New York
10022,  or at such other place as may be  designated in writing by the holder of
this note, the principal sum of $600,000,  with interest  thereon  computed from
the date hereof at the rate of 14% per annum.  The sum of $3,033.33 shall be due
and payable on the 1st day of June,  2000.  Thereafter,  interest  only shall be
paid in twelve (12) monthly  installments of $7,000, each commencing and due and
payable on July 1, 2000 up to and including June 1, 2001. Thereafter,  principal
and  interest  shall  be  paid  in one  hundred  eight  (108)  constant  monthly
installments of $9,800.22 commencing and due and payable on the 1st day of July,
2001 and on the 1st day of each month  thereafter  up to and  including  June 1,
2010,  when any unpaid  principal and interest,  shall be due and payable.  Each
monthly  installment  shall be applied  first to the payment of interest on said
principal  sum, or on so much thereof as shall from time to time remain  unpaid,
and the balance to the payment of said principal.

                  The holder  hereof  shall not by any act,  delay,  commission,
failure  to act,  or  otherwise  be  deemed to have  waived  any  right,  power,
privilege or remedy  hereunder,  and no waiver whatever shall be valid unless in
writing  signed by the holder  hereof,  and then only to the extent  therein set
forth; nor shall any single or partial exercise of any right,  power,  privilege
or remedy hereunder preclude any further exercise thereof or the exercise of any
other right, power, privilege or remedy. The rights and remedies herein provided
are cumulative  and not exclusive of any rights or remedies  provided by law and
may be exercised  singly or  concurrently.  A waiver by the holder hereof of any
right or remedy under the terms of this rote, on any one occasion,  shall not be
construed as a bar to any right or remedy which the holder would  otherwise have
had on any future occasion.  No executory agreement unless in writing and signed
by the  holder,  and no course of  dealing  between  the maker,  en4orser(s)  or
guarantor(s)  hereof and the holder  shall be  effective  to change or modify or
discharge in whole or in part, this note.

                  At the end, of the maker's  fiscal  year,  it shall,  upon the
request  of the  holder,  supply to the  holder  its  annual  balance  sheet and
operating financial statement prepared by a Certified Public Accountant.  During
any period of default hereunder,  the holder shall have the right to examine and
audit the books and  records  of the maker and to  appraise  any of the  maker's
property, or any other property held as collateral security and the cost thereof
shall be repayable on demand and  constitute a part of the principal  obligation
hereunder.

                                       -1-
<PAGE>
                  In the event of the occurrence of any default hereunder, then,
at the option of the holder, the entire principal balance and interest due shall
forthwith become due and payable.  Neither delay in asserting this right nor the
acceptance  of past due  payments or the  imposition  of late  charges  shall be
deemed a waiver  thereof.  Upon the  happening of any default the holder  hereof
shall have,  in addition to all other  rights and  remedies,  the  remedies of a
secured  party under the New York  Uniform  Commercial  Code with respect to any
collateral security.

                  In the event that the holder of this note shall  advance funds
or cause funds to be advanced  for the payment of insurance  premiums,  taxes or
for such  other  purposes  as in the  holder's  opinion  are  necessary  for the
protection  of the  maker's  assets or  collateral  security  held by the holder
hereof,  the avoidance of liens thereon,  or the payment of prior liens thereon,
any such advance shall be deemed part of the maker's  principal  obligation  and
shall  bear  interest  at the same rates as  principal  until  repaid.  Any such
advance so made by the holder hereof shall be repayable on demand.

                  The  maker  hereby  authorizes  the  holder  to sign  and file
financing  statements  at any time with  respect  to any  security  without  the
signature  of the maker.  The maker  agrees to pay all filing fees and all other
costs and expenses incident to the filing of such statements.

                  Interest  on the  indebtedness  evidenced  by this note  after
default or maturity  shall be due and payable at the rate of seven (7%)  percent
per annum above the face rate of this note,  but not to exceed the maximum  rate
permitted by law  (whichever is lower)  computed from the date to which interest
was last credited to the date of actual payment of the entire indebtedness.

                  If any payment hereunder is not made within five (5) days from
its due date, a late charge of fifty ($50.) dollars or five (5%) percent of each
payment so overdue,  whichever is greater,  may be charged by the holder for the
purpose of defraying the expenses  incident to handling such delinquent  payment
to the extent such payment is then permitted by law.

                  Any  one of  the  following  occurrences  shall  constitute  a
default under this note: The non-payment of any installment  required to be made
hereunder on the dates specified herein, and such default continues for a period
of ten (10) days; or failure to perform any material  agreement herein contained
or  contained  in  any  security  agreement,  mortgage  or any  other  agreement
delivered by the maker to the holder;  or if any of the  following  events occur
with respect to the maker,  or any  endorser or any  guarantor of the payment of
the  obligations  of the maker;  material  default in respect of any  liability,
obligation or agreement with the holder hereof  (present or future,  absolute or
contingent,  secured  or  unsecured,  matured  or  unmatured,  several or joint,
original or acquired);  death (provided,  however, that credit life insurance is
in full force and effect during the term of the note); insolvency; commission of
any act of bankruptcy; assignment for the benefit of creditors; appointment of a
committee of any creditors or liquidating  agent;  offering to or receiving from
any mortgagees a composition or extension of any of their  indebtedness;  making
or  sending  a  notice  of an  intended  bulk  sale;  the  whole  suspension  or
liquidation of their usual business; failing to pay any tax when due;

                                       -2-
<PAGE>
commencement  of any  proceeding,  suit or action under any of the provisions of
the United  States  Bankruptcy  Code for  adjudication  as a bankrupt or for the
relief under any provision of the  bankruptcy  or similar  laws,  unless same is
withdrawn within thirty (30) days;  making any  misrepresentation  to the holder
hereof for the  purpose of  obtaining  credit or an  extension  of credit to the
maker;  default under any  collateral,  mortgage or security  agreement given as
security  for this  note or as  security  for the  guaranty  of  payment  of the
obligations of the maker hereof, or under any extension or modification thereof;
entry of a money judgment or commencement of any proceeding for enforcement of a
money  judgment over $10,000,  against any of them;  default with respect to any
indebtedness  for  borrowed  money (other than  obligations  owing to the holder
hereof) or with respect to the payment of monies due to creditors  necessary for
the operation of maker's  business beyond any period of grace provided  therein,
or default in the performance or any other term, condition or covenant contained
in any document under which such obligation is created.

                  Maker may prepay the note at any time during the first  twelve
(12) months of the Note without  penalty by paying the full or partial amount of
the principal at the time with interest to the date of  prepayment.  Thereafter,
maker may prepay this note by paying the full or partial amount of the principal
with  interest  to the date of  prepayment,  in addition to a sum equal to three
(3%) percent of the amount being repaid,  if repaid during the thirteenth (13th)
to sixtieth (60th) month of this note, Thereafter, there shall be no penalty for
prepayment.  In the event of a partial prepayment,  the same shall be applied to
the  inverse  order of  payments  due and shall not excuse the  regular  monthly
payments  required  by this note nor shall the holder be  required to reduce the
amount of the regular monthly payment.

                  The maker agrees that  whenever an attorney is used to collect
or enforce this note or to enforce, declare, adjudicate or negotiate, any rights
or  obligations  under  this note or with  respect  to any  collateral  security
therefor, whether by suit or any other means whatever, a legal fee of 20% of the
principal and interest then due hereunder shall be payable by the maker together
with all costs and expenses of such  collection,  enforcement,  adjudication  or
negotiation  and said sum  shall  constitute  part of the  principal  obligation
hereunder.

                  Any notice,  request,  demand or  communication  to the holder
shall be deemed effective only if in writing and sent to the holder by certified
mail at the address of the holder as stated above. Any notice to the maker shall
be deemed  sufficient if sent to the maker at the address of the maker as stated
above.

                  After any default by the maker, and following the acceleration
of  maturity  as  provided  in this note,  if a tender of payment of the amounts
necessary  to satisfy the entire  principal  amount  owing on this note plus all
accrued interest and all other funds, advances,  fees,  indebtedness and charges
due under this note,  are made prior to a  liquidation  or  foreclosure  sale of
collateral,  if any,  held  by the  holder  of  this  note,  such  lender  shall
constitute  an evasion or any  prepayment  terms which may be  applicable to the
payment  of this  note,  and  shall be  conclusively  deemed  to be a  voluntary
prepayment, permitting the holder to charge the maker with any

                                       -3-
<PAGE>
additional payment required under the prepayment privilege, if any, or any other
additional  payment for the privilege of prepaying,  to the extent  permitted by
law.
                  All parties to this note, whether maker, guarantor or endorser
waive presentment for payment, notice of dishonor, protest, notice of protest of
this note or other  notice of any kind and all  demands  whatsoever;  and in any
litigation  with the  holder,  whether or not arising out of or relating to this
note or any collateral security therefor,  said parties expressly waive trial by
jury, and in addition,  expressly waive the right to interpose any defense based
on  any  Statute  of  Limitations  or any  claim  of  laches  and  any  set-off,
counterclaim or cross-claim of any nature or description.

                  The maker shall not,  without the prior written consent of the
holder hereof,  enter into any transaction of merger,  sale or  consolidation or
transfer,  sell,  assign,  lease or  otherwise  dispose of (other  than sales of
finished  products in the ordinary course of business) all or a substantial part
of its assets or stock or wind up, liquidate or dissolve its business.

                  The holder hereof may negotiate, assign and transfer this note
and may deliver all or any part of any  collateral  security  held in connection
herewith  to any  transferee,  who shall  thereupon  become  vested with all the
rights, powers and privileges given to the holder with respect to any collateral
security  transferred  and the holder shall  thereafter be forever  released and
discharged of and from any and all liability or  responsibility to the maker for
and on account of any  collateral  security so  delivered  and the holder  shall
retain all powers and rights  with  respect to any  collateral  security  not so
delivered.

                  This note shall be governed and construed in  accordance  with
the laws of the State of New York.

                  Any provision hereof which may prove  unenforceable  under any
law shall not affect the validity of any other provision hereof.

                  This note may not be changed or terminated orally, but only by
a writing signed by the holder hereof.

                                   THE BETHLEHEM CORPORATION


                                   By:_________________________________
                                      Antoinette Martin, Vice President


                                       -4-
<PAGE>
STATE OF NEW YORK,
COUNTY OF NEW YORK

                  On this  19th day of May,  2000,  before  me  personally  came
Antoinette  Martin to me known,  who being by me duly sworn,  did depose and say
that she maintains an office at 25th and Lennox  Streets,  Easton,  Pennsylvania
18045  and that she is the Vice  President  of The  Bethlehem  Corporation,  the
corporation described in and which executed the foregoing  instrument;  that she
knows the seal of said corporation;  that the seal affixed to said instrument is
such corporate  seal;  that it was so affixed by order of the Board of Directors
of said corporation and that she signed her name thereto by like order.


                                   _____________________________
                                   Notary Public




                                       -5-
<PAGE>
                           FUNDEX CAPITAL CORPORATION
                                 505 Park Avenue
                            New York, New York 10022


                                                              May 19, 2000

Antoinette Martin, Vice President
The Bethlehem Corporation
25th and Lennox Streets
Easton, Pennsylvania 18045

Re:      Fundex Capital Corporation with The Bethlehem Corporation -
         Loan in the amount of $600,000.00 (the "Loan")

Dear Ms. Martin:

                  As an  inducement  to the  undersigned  to enter into the Loan
transaction,  it is hereby understood and agreed that The Bethlehem  Corporation
shall pay Fundex  Capital  Corporation,  the sum of $18,000  representing a Loan
commitment fee.

                                        Very truly yours,

                                        FUNDEX CAPITAL CORPORATION

                                        By:________________________________
                                            Lawrence I. Linksman, President

AGREED, ACKNOWLEDGED AND
ACCEPTED BY:

THE BETHLEHEM CORPORATION


By:_________________________________
   Antoinette Martin, Vice President