AMENDED AND RESTATED COMMITTED LINE OF CREDIT NOTE

$3,450,000                                                        July 31, 1999


FOR VALUE RECEIVED, THE BETHLEHEM CORPORATION,  with an address at 25th & Lennox
Street, Easton, Pennsylvania 18045 (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 Three Million
Four Hundred and Fifty Thousand  Dollars  ($3,450,000)  (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.  (This Amended and Restated  Committed
Line of Credit Note, amends, restates and replaces in its entirety, but does not
repay the similar  Committed  Line of Credit Note from the  Borrower to the Bank
dated June 2, 1998 in the original face amount of $3,200,000.)

1.   Rate of Interest. Amounts outstanding under this Note will bear interest at
a rate per  annum  which is at all  times  one and  one-half  percentage  points
(1.50%) in excess of 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)  including,  without  limitation,  the requirement
that the Borrower  permanently  reduce the maximum unpaid principal  balance due
under this Note to an amount not to exceed  Three  Million Two Hundred  Thousand
Dollars  ($3,200,000) on October 31, 1999. The "Expiration Date" shall mean July
31, 2000, 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



<PAGE>

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.

4.   Payment Terms.  Accrued  interest will be due and payable on the 1st day of
each month,  beginning with the payment due on August 1, 1999.  The  outstanding
principal  balance and any accrued but unpaid  interest shall be due and payable
on the  Expiration  Date.  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.

5.   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 attorneys  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.

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<PAGE>

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

7.   Other  Loan  Documents.  This Note is issued  in  connection  with the Loan
Agreement  between the  Borrower and the Bank dated of even date  herewith  (the
"Loan  Agreement"),  the terms of which are  incorporated  herein by  reference,
together with each of the documents  and  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.

8.   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.

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.

9.   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.

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<PAGE>
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.

10.  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 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.

11.  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.

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



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<PAGE>

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 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.

12. 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.

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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