EXHIBIT 3

                            FIRST INTERNATIONAL BANK

                        COMMERCIAL TERM PROMISSORY NOTE
                        -------------------------------

$500,000.00 U.S.                                             December 20, 1999
                                                             Baltimore, Maryland

     FOR VALUE RECEIVED, the undersigned, Smith-Midland Corporation, having a
principal place of business in Midland, Virginia (collectively, the "Borrower"),
promises to pay (jointly and severally, if more than one) to the order of FIRST
INTERNATIONAL BANK ("Lender"), at its office at 280 Trumbull Street, Hartford,
Connecticut or at such other place as the holder hereof (including Lender,
hereinafter referred to as "Holder"), may designate, the sum of Five Hundred
Thousand and 00/00 Dollars ($500,000.00), together with interest on the unpaid
balance of this Note beginning as of the date hereof, before or after maturity
or judgment, at the per annum rate set forth below, which interest rate shall be
computed daily and payable monthly in arrears on the basis of a three hundred
sixty (360) day year and actual days elapsed, together with all taxes levied or
assessed on this Note or the debt evidenced hereby against the Holder, and
together with all reasonable costs, expenses and reasonable attorneys' and other
reasonable professionals' fees incurred in any action to collect and/or enforce
this Note or to enforce, protect, preserve, defend, realize upon or foreclose
any security agreement, mortgage or other agreement securing or relating to this
Note, including without limitation, all reasonable costs and expenses incurred
in inspecting or surveying mortgage real estate, if any, or conducting
environmental studies or tests, or to enforce, protect, preserve, defend or
sustain the lien of said security agreement, mortgage or other agreement or in
any litigation or controversy arising from or connected in any manner with said
security agreement, mortgage or other agreement, or this Note. Borrower further
agrees to pay all reasonable costs, expenses and reasonable attorneys' and other
reasonable professionals' fees incurred by the Holder in connection with any
"workout" or default resolution negotiations involving legal counsel or other
professionals and further in connection with any re-negotiation or restructuring
of the indebtedness evidenced by this Note. Any such costs, expenses and/or fees
remaining unpaid after demand therefor, may, at the discretion of the Holder,
be added to the principal amount of the indebtedness evidence by this Note.

     This Note has been executed and delivered subject to the following terms
and conditions:

1. REPAYMENT TERM AND MATURITY. The Borrower will pay principal and interest by
making monthly payments in the amount of $10,685.13 commencing on February
1, 2000 and continuing on the FIRST day of each and every month thereafter until
all principal and interest and any other sums due hereunder have been paid in
full. Notwithstanding the foregoing, the entire indebtedness evidenced by this
Note, including, but not limited to, all outstanding principal and accrued and
unpaid interest, shall be due and payable in full on the Fifth (5th) anniversary
date of this Note.

The Borrower's initial monthly payments have been calculated in accordance with
the full amortization of the loan evidenced by this Note by level monthly
payments of principal and interest over a Five (5) year period at the interest
rate applicable on the date hereof. On each Adjustment
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Date (as herein defined), the amount of the monthly payments will be adjusted so
as to provide for the full amortization of the then outstanding principal at the
interest rate established at each Adjustment Date in level monthly payments of
principal and interest over the remaining term of the original Five (5) year
amortization period.

All payments received by the Holder, at the option of the Holder, shall be
applied first to any outstanding charges and expenses incurred by the Holder in
connection with this Note or any documents executed in connection with this
Note, then to any unpaid and accrued interest and finally to the outstanding
principal due under this Note. The Borrower agrees that the interest shall
accrue at the foregoing rate on the unpaid balance before and after maturity, by
acceleration or otherwise.

2. INTEREST. Interest shall accrue on the outstanding principal amount of this
Note at a variable rate per annum of one and three quarters (1.75) percentage
points in excess of the Prime Rate, with the term, "Prime Rate" meaning the
"Prime Rate" as published from time to time in the "Money Rates" section of The
Wall Street Journal, or in the event that such rate is no longer published in
The Wall Street Journal, a comparable index or reference rate selected by the
Lender or other holder, in its sole discretion. The Prime Rate may not
necessarily be the Lender's lowest or best rate. The initial interest rate
hereunder is ten and one quarter (10.25%) percent.

The interest rate may be adjusted on the FIRST day of MARCH and on the FIRST day
of each and every month thereafter (or the following business day in the event
that such date falls on a Saturday, Sunday or holiday) until all sums due under
the Loan are paid in full without notice of demand (each such day being referred
to as an "Adjustment Date"), which rate shall remain in effect until the
succeeding Adjustment Date.

Upon the occurrence of an event of default hereunder, without in any way
affecting the Lender's or other Holder's right to accelerate this Note, this
Note shall bear interest at a rate which is two percentage points (2.0%) per
annum greater than the rate otherwise in effect hereunder.

3. LAWFUL INTEREST. Notwithstanding any provisions of this Note, it is the
understanding and agreement of the Borrower and Holder that the maximum rate of
interest to be paid by Borrower to the Holder shall not exceed the highest or
the maximum rate of interest permissible to be charged by a commercial lender
such as Lender to a commercial borrower such as Borrower under the laws of the
Commonwealth of Virginia. Any amounts paid in excess of such rate shall be
considered to have been payments in reduction of principal.

4. LATE CHARGE. In the event Borrower fails to pay any installment of principal
and/or interest within ten (10) days of when it is due and payable, without in
any way affecting the Holder's right to accelerate this Note, a late charge
equal to five (5) percent of such late payment shall, at the option of Holder,
be assessed against Borrower.

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5. PREPAYMENTS. The Borrower may prepay the loan evidenced by this Note in part
or in full at any time, however, there will be a prepayment penalty during the
first three (3) years as follows: 3% of the principal prepayment amount in Year
1, 2% of the principal prepayment amount in Year 2, and 1% of the principal
prepayment amount in Year 3. Thereafter, the loan evidenced by this Note may be
prepaid in part or in full, at any time, without penalty or premium upon
twenty-one (21) days prior written notice to the Holder. Any amounts prepaid
shall be applied first to interest and other charges accrued in connection with
the Loan to the date of prepayment and then to principal. Notwithstanding the
above, the prepayment penalty shall not be assessed on prepayments required by
the Lender from the proceeds of any casualty insurance, condemnation proceeds on
the proceeds of any life insurance policy.

6. FINANCIAL INFORMATION. Promptly upon Holder's request, Borrower shall deliver
to Holder such documentation and information about the Borrower's financial
condition, business and/or operations as Holder may, at any time and from time
to time, request, including without limitation, such books, records and reports
as may be required under the Commercial Loan Agreement between Borrower and
Lender of even date herewith (the "Commercial Loan Agreement"; capitalized terms
used in this Note and not otherwise defined shall have the meanings assigned in
the Commercial Loan Agreement).

7. EVENTS OF DEFAULT. The Borrower agrees that the occurrence of any Event of
Default under the Commercial Loan Agreement shall constitute an Event of Default
hereunder, and that if any Event of Default shall occur under the Commercial
Loan Agreement or under any other Financing Agreement, then, upon the happening
of any such event, the entire indebtedness with accrued interest thereon and any
other sums due under this Note, shall, at the option of the Holder, become
immediately due and payable without presentment or demand for payment, notice of
non-payment, protest or any other notice or demand of any kind, all of which are
expressly waived by the Borrower. Failure to exercise such option shall not
constitute a waiver of the right to exercise the same in the event of any
subsequent default.

8. LIEN AND RIGHT OF SETOFF. The Borrower hereby grants the Holder a lien and
right of setoff for all Borrower's liabilities upon and against all the
deposits, credits, collateral and property of the Borrower, now or hereafter in
the possession or control of the Holder or in transit to it. Holder may, at any
time, apply or set off the same, or any part thereof, to any liability of the
Borrower whether or not matured or demanded.

9. NO WAIVER. No delay or omission by Holder in exercising any rights hereunder,
nor failure by the Holder to insist upon the strict performance by Borrower of
any terms and provisions herein shall operate as or be deemed to be a waiver of
such right, any other right hereunder, or any terms and provisions herein, and
the Holder shall retain the right thereafter to insist upon strict performance
by the Borrower of any and all terms and provisions of this Note or any document
securing the repayment of this Note. No waiver of any right shall be effective
unless in writing and

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signed by Holder, nor shall a waiver on one occasion be constituted as a bar to,
or waiver of, any such right on any future occasion.

10. PREJUDGMENT REMEDY AND OTHER WAIVERS. BORROWER ACKNOWLEDGES THAT THE LOAN
EVIDENCED BY THIS NOTE IS A COMMERCIAL TRANSACTION AND WAIVES BORROWER'S RIGHTS
TO NOTICE AND HEARING, OR THE ESTABLISHMENT OF A BOND, WITH OR WITHOUT SURETY,
ALLOWED BY ANY STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH
HOLDER MAY DESIRE TO USE, AND FURTHER WAIVES DILIGENCE, DEMAND, PRESENTMENT FOR
PAYMENT, NOTICE OF NONPAYMENT, PROTEST AND NOTICE OF PROTEST, AND NOTICE OF ANY
RENEWALS OR EXTENSIONS OF THIS NOTE, AND ALL RIGHTS UNDER ANY STATUTE OF
LIMITATIONS. THE BORROWER ACKNOWLEDGES THAT BORROWER MAKES THESE WAIVERS
KNOWINGLY AND VOLUNTARILY, WITHOUT DURESS AND ONLY AFTER EXTENSIVE CONSIDERATION
OF THE RAMIFICATIONS OF THIS WAIVER. THE BORROWER FURTHER ACKNOWLEDGES THAT THE
LENDER HAS NOT AGREED WITH OR REPRESENTED TO BORROWER OR ANY OTHER PARTY HERETO
THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL
INSTANCES.

11. JURY WAIVER. THE BORROWER HEREBY WAIVES TRIAL BY JURY IN ANY COURT AND IN
ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH OR IN
ANY WAY RELATED TO THE FINANCING TRANSACTION OF WHICH THIS NOTE IS A PART AND/OR
THE ENFORCEMENT OF ANY OF YOUR RIGHTS AND REMEDIES, INCLUDING WITHOUT
LIMITATION, TORT CLAIMS. THE BORROWER ACKNOWLEDGES THAT BORROWER MAKES THIS
WAIVER KNOWINGLY AND VOLUNTARILY, WITHOUT DURESS AND ONLY AFTER EXTENSIVE
CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER. THE BORROWER FURTHER
ACKNOWLEDGES THAT THE LENDER HAS NOT AGREED WITH OR REPRESENTED TO BORROWER OR
ANY OTHER PARTY HERETO THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY
ENFORCED IN ALL INSTANCES.

12. CONFESSION OF JUDGMENT.

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13. JOINT AND SEVERAL LIABILITY. References in this Note to the Borrower in the
singular shall include the plural, and if Borrower consists of more than one
person, the liability of each Borrower shall be joint and several.

14. ACKNOWLEDGEMENT OF COPY, USE OF PROCEEDS. The Borrower acknowledges receipt
of a copy of this Note and attests that the proceeds of this Note are to be used
for general commercial purposes and that no part of such proceeds will be used,
in whole or in part, for the purpose of purchasing or carrying any "margin
security" as such term is defined in Regulation U of the Board of Governors of
the Federal Reserve System.

15. MISCELLANEOUS. The provisions of this Note shall be binding upon the heirs,
executors, administrators, successors and assigns of Borrower and shall inure to
the benefit of Holder, its successors and assigns. If any provision of this Note
shall, to any extent, be held invalid or unenforceable, then only such provision
shall be deemed ineffective and the remainder of this Note shall not be
affected. Borrower acknowledges and agrees that Holder shall have the right to
report any delinquencies, defaults and/or losses incurred by Holder hereunder to
any credit agency, bureau or service. This Note shall be governed by and
construed in accordance with the laws of the Commonwealth of Virginia (but not
its conflicts of law provisions).



                                        BORROWER

Witness:                                SMITH-MIDLAND CORPORATION

Hilary J. O'Connor                      By /s/ Rodney I. Smith
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                                        Name:  Rodney I. Smith
                                             -------------------
                                        Title: President
                                              ------------------

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