ex102rla.htm


     

    Exhibit 10.2
 

    
      


      THIS
        PROMISSORY NOTE WAS EXECUTED, DELIVERED, AND ACCEPTED OUTSIDE OF THE STATE
        OF
        FLORIDA AND IS NOT SECURED BY REAL PROPERTY SITUATED IN THE STATE OF
        FLORIDA.  THIS PROMISSORY NOTE IS EXEMPT FROM DOCUMENTARY STAMP
        TAXATION.

      


      THIS
        PROMISSORY NOTE SUPERSEDES AND REPLACES IN ITS ENTIRETY THAT CERTAIN PROMISSORY
        NOTE DATED AS OF OCTOBER 17, 2006 FROM BORROWER AND TECHNOLOGY RESEARCH
        CORPORATION / HONDURAS, S.A. DE C.V. PAYABLE TO BANK IN THE STATED PRINCIPAL
        AMOUNT OF $6,000,000.00.

      


      


      PROMISSORY
        NOTE

      


      


      $6,000,000.00                                                                                                    
        December ____, 2007

      


      TECHNOLOGY
        RESEARCH CORPORATION

      5250
        140th Avenue North

      Clearwater,
        Florida  34620

      ("Borrower")

      


      WACHOVIA
        BANK, NATIONAL ASSOCIATION

      225
        Water
        Street

      Jacksonville,
        Florida  32202

      (“Bank")

      


      Borrower
        promises to pay to the order of Bank, in lawful money of the United States
        of
        America, at its office indicated above or wherever else Bank may specify,
        the
        sum of SIX MILLION AND NO/100
        DOLLARS ($6,000,000.00) or such sum as may be advanced and outstanding
        from time to time, with interest on the unpaid principal balance at the rate
        and
        on the terms provided in this Promissory Note (including all renewals,
        extensions or modifications hereof, this "Note").

      


      LOAN
        AGREEMENT.  This Note is subject to the provisions of that
        certain Amended and Restated Loan Agreement between Bank and Borrower dated
        as
        of even date herewith, as modified from time to time.

      


      LINE
        OF
        CREDIT.  Borrower
        may borrow, repay and reborrow, and, upon the request of Borrower, Bank shall
        advance and readvance under this Note from time to time
        until the maturity
        hereof (each an "Advance" and together the "Advances"), so long as the total
        principal balance outstanding under this Note
at
        any one time does not exceed the
        principal amount stated on the face of this Note,
        subject to the limitations
        described in any loan agreement to which this Note is subject.  Bank's obligation to make
        Advances under this Note
        shall terminate if Borrower
        is in Default. As of the date of
        each proposed Advance, Borrower shall be deemed to represent that each
        representation made in the Loan Documents is true as of such
        date.

      


      If
        Borrower subscribes to Bank's cash
        management services and such services are applicable to this line of credit,
        the
        terms of such service shall control the manner in which funds are transferred
        between the applicable demand deposit account and the line of credit for
        credit
        or debit to the line of credit.

      


      USE
        OF
        PROCEEDS.  Borrower shall use the proceeds of the loan
        evidenced by this Note for the commercial purposes of Borrower, as
        follows:  for working capital and for general corporate
        purposes.

      


      INTEREST
        RATE
        DEFINITIONS.

      


      LIBOR-Based
        Rate.  “LIBOR-Based Rate” means each of 1-month LIBOR plus
        1.6%, 2-month LIBOR plus 1.6% and 3-month LIBOR plus 1.6%.

      


      LIBOR.  "LIBOR"
        means, with respect to each Interest Period, the rate for U.S. dollar deposits
        with a maturity equal to the number of months specified above, as reported
        on
        Telerate page 3750 as of 11:00 a.m., London time, on the second London business
        day before such Interest Period begins (or
        if
        not so reported, then as determined by Bank from another recognized source
        or
        interbank quotation).

      


      Prime-Based
        Rate.  “Prime-Based Rate” means
Bank's Prime
        Rate minus 1.0%, as that rate may change
        from time to
        time with changes to occur on the date Bank's Prime Rate
        changes.

      


      Bank’s
        Prime
        Rate.  "Bank's
        Prime Rate" means that rate announced by Bank from time to time as its prime
        rate and is one of several interest rate bases used by Bank.  Bank
        lends at rates both above and below Bank's Prime Rate, and Borrower acknowledges
        that Bank's Prime Rate is not represented or intended to be the lowest or
        most
        favorable rate of interest offered by Bank.

      


      Interest
        Period.  “Interest Period” means, in respect of each
        LIBOR-Based Rate Advance, each period commencing on the last day of the
        immediately preceding Interest Period and ending on the same day of the month
        that interest in respect of such Advance is due 1 month, 2 months or 3 months
        thereafter, as appropriate for the then applicable interest rate; provided
        (i)
        the first Interest Period shall commence on the date of such Advance and
        end on
        the first day thereafter that interest in respect of such Advance is due,
        (ii)
        any Interest Period that ends in a month for which there is no day which
        numerically corresponds to the last day of the immediately preceding Interest
        Period shall end on the last day of the month and (iii) any Interest Period
        that
        would otherwise extend past the maturity date of this Note shall end on the
        maturity date of this Note.

      


      INTEREST
        RATE SELECTION AND
        ADJUSTMENT.

      


      Interest
        Rate
        Options.  Interest shall accrue
        on the
        unpaid principal balance of each Advance from the date of such
        Advance at
        a rate per annum equal to a
        LIBOR-Based Rate or the Prime-Based Rate, as selected by Borrower in
        accordance
        herewith (each, an "Interest Rate").  Interest for each Interest
        Period shall accrue each day during such Interest Period, commencing on and
        including the first day to but excluding the last day.  There shall be
        no more than one Interest Rate for an Advance in
        effect at any
        time.

      


      When
        the Prime-Based Rate is selected
for an Advance, it shall be
        adjusted from
        time to time, effective as of the date of each change in Bank's Prime Rate and the Prime-Based Rate
        shall continue to apply until
        another Interest Rate option is
        selected for
        that Advance pursuant to the
subsection entitled
        "Notice and Manner of Borrowing
        and Rate Conversion”. When a LIBOR-Based Rate is selected for an Advance,
        such rate shall be fixed for each Interest Period for which it is determined
        and
        shall apply for that Advance until another Interest Rate option is selected
        for
        that Advance pursuant to the subsection entitled "Notice and Manner of Borrowing
        and Rate Conversion."

      


      Indemnification.  Borrower
        shall indemnify Bank against Bank's loss or expense as a consequence of (a)
        Borrower's failure to make any payment when due on a loan or Advance bearing
        interest at a LIBOR-Based Rate, (b) any payment, prepayment or conversion
        of any
        loan or Advance bearing interest at a LIBOR-Based Rate on a day other than
        the
        last day of the Interest Period, or (c) any failure to make a borrowing or
        conversion after giving notice thereof ("Indemnified Loss or
        Expense").  The amount of such Indemnified Loss or Expense shall be
        determined by Bank based upon the assumption that Bank funded 100% of that
        portion of the loan in the London interbank market.

      


      Default
        Rate.  In
        addition to all other rights contained in this Note, if a Default occurs,
        and as long as a Default continues, (a) Borrower shall
        no
        longer have the option to request a LIBOR-Based Rate or the Prime-Based Rate
        and
        (b) all
        outstanding Obligations,
        other than Obligations under any swap agreements (as defined in 11 U.S.C.
§ 101,
        as in effect from time to time) between Borrower and Bank or its
        affiliates, shall bear interest at
        the Interest Rate (as in effect on the date of Default) plus 3% ("Default
        Rate").  The
        Default Rate shall also apply
        from acceleration
        until the Obligations or any
        judgment thereon is paid in full.

      


      Notice
        and Manner of
        Borrowing and Rate Conversion.  Borrower shall give
        Bank
        irrevocable telephonic notice of each proposed Advance or
        rate conversion not later than 11:00
        a.m. local time at the office of Bank first shown above (a) on the same business
        day as each proposed Advance at or
        rate conversion to the Prime-Based
        Rate and (b) at least 2 business days before each proposed Advance at
        or
        rate conversion to a LIBOR-Based Rate.  Each such notice shall
        specify (i) the date of such Advance or rate conversion,
        which shall be a
        business day and, in the
        case of a
        conversion from a LIBOR-Based Rate Advance, shall be the last day of an Interest
        Period, (ii) the amount of
        each Advance or the amount to be converted,
        (iii) the Interest Rate selected by Borrower, and (iv) except for the
        Prime-Based Rate, the Interest Period applicable thereto, which period must
        correspond to one of the Interest Rate options.  Notices received after
        11:00 a.m. local time at the office of Bank first shown above shall be deemed
        received on the next business day.

      


      INTEREST
        AND FEE(S)
        COMPUTATION (ACTUAL/360).  Interest and fees,
        if any,
        shall be computed on the basis of a 360-day year for the actual number of
        days
        in the applicable period ("Actual/360 Computation").  The Actual/360
        Computation determines the annual effective yield by taking the stated (nominal)
        rate for a year's period and then dividing said rate by 360 to determine
        the
        daily periodic rate to be applied for each day in the applicable
        period.  Application of the Actual/360 Computation produces an
        annualized effective rate exceeding the nominal rate.

      


      REPAYMENT
        TERMS.  This Note
        shall be due and payable in consecutive monthly payments of accrued
        interest only, commencing on January 14, 2008, and continuing on the same
        day of
        each month thereafter until fully paid.  In any event, all principal
        and accrued interest shall be due and payable on September 30,
        2009.

      


      AUTOMATIC
        DEBIT OF CHECKING ACCOUNT
        FOR LOAN PAYMENT.  Borrower authorizes Bank to debit demand
        deposit account number 2174468035790 or
        any other account with
        Bank (routing
        number 063107513) designated in writing by Borrower for any payments due
        under
        this Note.  Borrower further certifies that Borrower holds legitimate
        ownership of this account and preauthorizes this periodic debit as part of
        its
        right under said ownership.

      


      AVAILABILITY
        FEE. 
Borrower shall pay to Bank quarterly an availability fee
        equal to .125% per
        annum on the difference between (i) the face amount of this Note and (ii)
        the
        outstanding principal balance of this Note, for each day during the
        preceding calendar quarter or portion thereof, commencing on December 31,
        2007
        and continuing on the same day of each quarter thereafter, with a final payment
        due and payable on the date that all principal and accrued interest is paid
        in
        full. 

      


      APPLICATION
        OF
        PAYMENTS.  Monies
        received by Bank from any source for application toward payment of the
        Obligations shall be applied to accrued interest and then to
        principal.  If a Default occurs, monies may be applied to
        the Obligations in
        any manner or order deemed appropriate by Bank.

      


      If
        any payment received by Bank under
        this Note or other Loan Documents is rescinded, avoided or for any reason
        returned by Bank because of any adverse claim or threatened action, the returned
        payment shall remain payable as an obligation of all persons liable under
        this
        Note or other Loan Documents as though such payment had not been
        made.

      


      DEFINITIONS.  Loan
        Documents.  The
        term "Loan Documents", as used in this Note and the other Loan Documents,
        refers
        to all documents executed in connection with or related to the loan evidenced
        by
        this Note and any prior notes which evidence all or any portion of the loan
        evidenced by this Note, and any letters of credit issued pursuant to any
        loan agreement to which this Note is subject, any applications for such letters
        of credit and any other documents executed in connection therewith or related
        thereto, and
        may include, without limitation, a
        commitment letter that survives closing, a loan agreement, this Note, guaranty
        agreements, security agreements, security instruments, financing statements,
        mortgage instruments, any renewals or modifications, whenever any of the
        foregoing are executed, but does not include swap agreements (as defined
        in 11
        U.S.C. § 101, as in effect from time to time).  Obligations.  The
        term "Obligations", as
        used in this Note and the other Loan Documents, refers to any and all
        indebtedness and other obligations under this Note, all other obligations
        under
        any other Loan Document(s), and all obligations under any swap agreements
        (as
        defined in 11 U.S.C. § 101, as in effect from time to time) between
        Borrower and Bank, or its affiliates, whenever
        executed.  Certain
        Other
        Terms.  All terms
        that are used but not otherwise defined in any of the Loan Documents shall
        have
        the definitions provided in the Uniform Commercial Code.

      


      LATE
        CHARGE.  If any
        payments are not timely made, Borrower shall also pay to Bank a late charge
        equal to 5% of each payment past due for 10 or more days.  This
        late charge shall not apply to payments due at maturity or by acceleration
        hereof, unless such late payment is in an amount not greater than the highest
        periodic payment due hereunder.

      


      Acceptance
        by Bank of any late payment
        without an accompanying late charge shall not be deemed a waiver of Bank's
        right
        to collect such late charge or to collect a late charge for any subsequent
        late
        payment received.

      


      ATTORNEYS'
        FEES AND
        OTHER COLLECTION COSTS.  Borrower shall pay
        all of
        Bank's reasonable expenses actually incurred to enforce
        or collect any of
        the Obligations including, without limitation, reasonable arbitration,
        paralegals', attorneys' and experts' fees and expenses, whether incurred
        without
        the commencement of a suit, in any trial, arbitration, or administrative
        proceeding, or in any appellate or bankruptcy proceeding.

      


      USURY.  If
        at any time the effective
        interest rate under this Note would, but for this paragraph, exceed the maximum
        lawful rate, the effective interest rate under this Note shall be the maximum
        lawful rate, and any amount received by Bank in excess of such rate shall
        be
        applied to principal and then to fees and expenses, or, if no such amounts
        are
        owing, returned to Borrower.

      


      DEFAULT.  If
        any of
        the following occurs, a default ("Default") under this Note shall
        exist:  Nonpayment;
        Nonperformance.  The failure of timely payment or performance
        of the Obligations or Default under this Note or any other Loan
        Documents.  False
        Warranty.  A warranty or representation made or deemed made in
        the Loan Documents or furnished Bank in connection with the loan evidenced
        by
        this Note proves materially false, or if of a continuing nature, becomes
        materially false.  Cross Default.  At
        Bank's option, any default in payment or performance of any obligation under
        any
        other loans, contracts or agreements of Borrower, any Subsidiary or Affiliate
        of
        Borrower, any general partner of or the holder(s) of the majority ownership
        interests of Borrower with Bank or its affiliates ("Affiliate" shall have
        the
        meaning as defined in 11 U.S.C. § 101, as in effect from time to time, except
        that the term "Borrower" shall be substituted for the term "Debtor" therein;
        "Subsidiary" shall mean any business in which Borrower holds, directly or
        indirectly, a controlling interest).  Cessation;
        Bankruptcy.  The death of, appointment of a guardian for,
        dissolution of, termination of existence of, loss of good standing status
        by,
        appointment of a receiver for, assignment for the benefit of creditors of,
        or
        commencement of any bankruptcy or insolvency proceeding by or against Borrower,
        its Subsidiaries or Affiliates, if any, or any general partner of or the
        holder(s) of the majority ownership interests of Borrower, or any party to
        the
        Loan Documents.  Material Capital
        Structure or Business Alteration.  Without prior written
        consent of Bank, (i) a material alteration in the kind or type of Borrower's
        business or that of Borrower's Subsidiaries or Affiliates, if any; (ii) the
        sale
        of substantially all of the business or assets of Borrower, any of Borrower's
        Subsidiaries or Affiliates or any guarantor, or a material portion (10% or
        more)
        of such business or assets if such a sale is outside the ordinary course
        of
        business of Borrower, or any of Borrower's Subsidiaries or Affiliates or
        any
        guarantor, or more than 50% of the outstanding stock or voting power of or
        in
        any such entity in a single transaction or a series of transactions; (iii)
        the
        acquisition of substantially all of the business or assets or more than 50%
        of
        the outstanding stock or voting power of any other entity; or (iv) should
        any
        Borrower or any of Borrower's Subsidiaries or Affiliates or any guarantor
        enter
        into any merger or consolidation.  Material Adverse
        Change.  Bank
        determines in good faith, in its sole discretion, that the prospects for
        payment
        or performance of the Obligations are impaired or there has occurred a material
        adverse change in the business or prospects of Borrower, financial or
        otherwise.

      


      REMEDIES
        UPON
        DEFAULT.  If a Default occurs under this Note or any Loan
        Documents, Bank may at any time thereafter, take the following actions: 
Bank
        Lien.  Foreclose its security interest or lien against
        Borrower's accounts without notice.  Acceleration Upon
        Default.  Accelerate the maturity of this Note and, at Bank’s
        option, any or all other Obligations, other than Obligations under any swap
        agreements (as defined in 11 U.S.C. § 101, as in effect from time to time)
        between Borrower and Bank, or its affiliates, which shall be due in accordance
        with and governed by the provisions of said swap agreements; whereupon this Note
        and the
        accelerated Obligations shall be immediately due and payable; provided, however,
        if the Default is based upon a bankruptcy or insolvency proceeding commenced
        by
        or against Borrower or any guarantor or endorser of this Note, all Obligations
        (other than Obligations under any swap agreement as referenced above) shall
        automatically and immediately be due and payable.  Cumulative.  Exercise
        any rights and remedies as provided under the Note and other Loan Documents,
        or
        as provided by law or equity.

      


      FINANCIAL
        AND OTHER
        INFORMATION.  Borrower shall deliver
        to
        Bank such information as Bank may reasonably request from time to time,
        including without limitation, financial statements and information pertaining
        to
        Borrower's financial condition.  Such information shall be true,
        complete, and accurate.

      


      WAIVERS
        AND
        AMENDMENTS.  No
        waivers, amendments or modifications of this Note and other Loan Documents
        shall
        be valid unless in writing and signed by an officer of Bank.  No
        waiver by Bank of any Defaultshall operate as a
        waiver of any other
        Default or the same Default on a future occasion.  Neither the failure
        nor any delay on the part of Bank in exercising any right, power, or remedy
        under this Note and other Loan Documents shall operate as a waiver thereof,
        nor
        shall a single or partial exercise thereof preclude any other or further
        exercise thereof or the exercise of any other right, power or
        remedy.

      


      Except
        to
        the extent otherwise provided by the Loan Documents or prohibited by law,
        each
        Borrower and each other person liable under this Note waives presentment,
        protest, notice of dishonor,
demand for payment,
        notice
        of intention to accelerate maturity, notice of acceleration of maturity,
        notice
        of sale and all other notices of any kind.  Further, each agrees that
        Bank may (i) extend, modify
        or renew this Note or make a novation of the loan evidenced by this Note,
        and/or (ii) grant releases, compromises or indulgences with respect to any
        collateral securing this Note, or with respect to any Borrower or other person
        liable under this Note or any other Loan Documents, all without notice to
        or
        consent of each Borrower and other such person, and without affecting the
        liability of each Borrower and other such person; provided, Bank may not
        extend,
        modify or renew this Note or make a novation of the loan evidenced by this
        Note
        without the consent of the Borrower, or if there is more than one Borrower,
        without the consent of at least one Borrower; and further provided, if there
        is
        more than one Borrower, Bank may not enter into a modification of this Note
        which increases the burdens of a Borrower without the consent of that
        Borrower.

      


      MISCELLANEOUS
        PROVISIONS.  Assignment.  This Note and the other
        Loan
        Documents shall inure to the benefit of and be binding upon the parties and
        their respective heirs, legal representatives, successors and
        assigns.  Bank's interests in and rights under this Note and the other
        Loan Documents are freely assignable, in whole or in part, by
        Bank.  In addition, nothing in this Note or any of the other Loan
        Documents shall prohibit Bank from pledging or assigning this Note or any
        of the
        other Loan Documents or any interest therein to any Federal Reserve
        Bank.  Borrower shall not assign its rights and interest hereunder
        without the prior written consent of Bank, and any attempt by Borrower to
        assign
        without Bank's prior written consent is null and void.  Any assignment
        shall not release Borrower from the Obligations.Applicable Law;
        Conflict
        Between
        Documents.  This
        Note and, unless otherwise provided in any other Loan Document, the other
        Loan
        Documents shall be governed by and construedunder the laws of the
        state named in
        Bank's address on the first page hereof without regard to
        that state's conflict
        of laws principles.  If the terms of this Note should conflict with
        the terms of any loan agreement or the terms of this Note shall
        control.  Borrower's
        Accounts.  Except as prohibited by law, Borrower grants Bank a
        security interest in all of Borrower's accounts with Bank and any of its
        affiliates. Swap
        Agreements.  All swap agreements (as defined in 11 U.S.C. §
101, as in effect from time to time), if any, between Borrower and
        Bank or its
        affiliates are independent agreements governed by the written provisions
        of said
        swap agreements, which will remain in full force and effect, unaffected by
        any
        repayment, prepayment, acceleration, reduction, increase or change in the
        terms
        of this Note, except as otherwise expressly provided in said written swap
        agreements, and any payoff statement from Bank relating to this Note shall
        not
        apply to said swap agreements except as otherwise expressly provided in such
        payoff statement.  Jurisdiction.  Borrower
        irrevocably agrees
        to non-exclusive personal jurisdiction in the state named in Bank's address
        on the first page hereof.  Severability.  If
        any provision of this
        Note or of the other Loan Documents shall be prohibited or invalid under
        applicable law, such provision shall be ineffective but only to the extent
        of
        such prohibition or invalidity, without invalidating the remainder of such
        provision or the remaining provisions of this Note or other such
        document.  Notices.  Any
        notices to Borrower
        shall be sufficiently given, if in writing and mailed or delivered to the
        Borrower's address shown above or such other address as provided hereunder,
        and
        to Bank, if in writing and mailed or delivered to Wachovia Bank, National
        Association, Mail Code VA7628, P. O. Box 13327, Roanoke, VA  24040 or
        Wachovia Bank, National Association, Mail Code VA7628, 10 South Jefferson
        Street, Roanoke, VA  24011 or such other address as
        Bank may
        specify in writing from time to time.  Notices to Bank must
        include the mail code.  In the event that Borrower
        changes
        Borrower's address at any time prior to the date the Obligations are paid
        in
        full, Borrower agrees to promptly give written notice of said change of address
        by registered or certified mail, return receipt requested, all charges
        prepaid.  Plural;
        Captions.  All
        references in the Loan Documents to Borrower, guarantor, person, document
        or
        other nouns of reference mean both the singular and plural form, as the case
        may
        be, and the term "person" shall mean any individual, person or
        entity.  The captions contained in the Loan Documents are inserted for
        convenience only and shall not affect the meaning or interpretation of the
        Loan
        Documents.  Advances.  Bank
        may, in its sole
        discretion, make other advances which shall be deemed to be advances under
        this Note, even though the stated
        principal amount of this Note may be exceeded as a result
        thereof.  Posting
        of
        Payments.  All
        payments received during normal banking hours after 2:00 p.m. local time at
        the office of Bank first shown above shall be deemed received at the opening
        of
        the next banking day.  Joint
        and Several
        Obligations. If
        there is more than one Borrower, each is jointly and severally obligated.  Fees
        and
        Taxes.  Borrower
        shall promptly pay all documentary, intangible recordation and/or similar
        taxes
        on this transaction whether assessed at closing or arising from time to
        time.  LIMITATION ON LIABILITY;
        WAIVER OF
        PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO, INCLUDING BANK BY
        ACCEPTANCE HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION OR ARBITRATION
        PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT MAY ARISE
        OUT
        OF OR BE IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR
        ANY
        OTHER AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM OR THE OBLIGATIONS EVIDENCED
        HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY PARTY HAVE A REMEDY OF, OR
        BE
        LIABLE TO THE OTHER FOR, (1) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR
        (2)
        PUNITIVE OR EXEMPLARY DAMAGES.   EACH OF THE PARTIES HEREBY
        EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY
        MAY
        HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH PROCEEDING,
        CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION, MEDIATION,
        JUDICIALLY OR OTHERWISE.  Patriot Act
        Notice.  To help fight the funding of terrorism and money
        laundering activities, Federal law requires all financial institutions to
        obtain, verify, and record information that identifies each person who opens
        an
        account.  For purposes of this section, account shall be understood to
        include loan accounts.  FINAL
        AGREEMENT.  This Note and the other Loan Documents represent
        the final agreement between the parties and may not be contradicted by evidence
        of prior, contemporaneous or subsequent oral agreements of the
        parties.  There are no unwritten oral agreements between the
        parties.

      


      WAIVER
        OF JURY
        TRIAL.  TO THE
        EXTENT PERMITTED BY APPLICABLE LAW, EACH OF BORROWER BY
        EXECUTION HEREOF AND BANK BY
        ACCEPTANCE HEREOF, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT
        EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR
        ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE LOAN DOCUMENTS
        OR ANY
        AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION WITH THIS NOTE,
        OR ANY COURSE OF CONDUCT, COURSE
        OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY
        WITH
        RESPECT HERETO.  THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO
        ACCEPT THIS NOTE.  EACH
        OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL SUPERSEDE AND REPLACE ANY
        PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES BETWEEN THE PARTIES CONTAINED
        IN ANY LOAN DOCUMENT OR ANY OTHER DOCUMENT OR AGREEMENT HERETOFORE EXECUTED
        IN
        CONNECTION WITH, RELATED TO OR BEING REPLACED, SUPPLEMENTED, EXTENDED OR
        MODIFIED BY, THIS NOTE.

      


      IN
        WITNESS WHEREOF, Borrower,
        on the day and year first above written, has caused this Note to be executed
        under seal.

      


      
        	 	
                TECHNOLOGY
                  RESEARCH CORPORATION,

                A
                  Florida Corporation

                
                

                
                

                By:
                  ________________________________

                      Owen
                  Farren,

                      As
                  its President