NOTE

US $2,000,000.00                                            Easton, Pennsylvania
                                                             December 19,1997

            FOR VALUE  RECEIVED,  the  undersigned  ("BORROWER")  promise to pay
OCWEN FEDERAL BANK FSB or its successors or assigns  ("Lender"),  or order,  the
principal  sum of Two  Million  Dollars  ($2,000,000.00),  with  interest on the
unpaid principal balance from the date of this Note ("NOTE"), until paid, at the
rate of eleven and one quarter  percent  (11.25%) per annum.  The  principal and
interest  shall  be  payable  at P.O.  Box  16071,  New  Brunswick,  New  Jersey
089066071, or such other place as the holder hereof may designate in writing, in
consecutive  monthly  installments of twenty thousand,  nine hundred eighty-five
dollars and twelve cents (US  $20,985.12)  on the first (I st) day of each month
beginning  February,  1998,  until the entire  indebtedness  evidenced hereby is
fully paid, except that any remaining indebtedness, if not sooner paid, shall be
due and payable on January 1, 2003.

            Borrower shall have no right to make a prepayment of the outstanding
principal  balance of this Note in whole or in part during the first twelve (12)
months of the term of this Note.  In months  thirteen  (13) through  twenty-four
(24),  the Loan may be prepaid in whole but not in part,  upon  thirty (30) days
prior written notice to Lender,  provided that such prepayment is accompanied by
a  prepayment  consideration  equal  to  three  percent  (3%) of the  amount  of
principal prepaid.  In months twenty-five (25) through thirty-six (36), the Loan
may be prepaid in whole but not in part,  upon  thirty  (30) days prior  written
notice to Lender,  provided that such  prepayment is accompanied by a prepayment
consideration  equal  to one  and  one-half  percent  (1.5%)  of the  amount  of
principal  prepaid.  In months  thirty-seven (37) through  forty-eight (48), the
Loan may be  prepaid  in whole but not in part,  upon  thirty  (30)  days  prior
written  notice to Lender,  provided that such  prepayment is  accompanied  by a
prepayment  consideration  equal to  one-half  percent  (.5%) of the  amount  of
principal  prepaid.  After the  forty-eighth  (48th) month following the date of
Closing, Borrower may prepay the Loan in whole or in part, upon thirty (30) days
written notice to Lender without a prepayment consideration.  Borrower shall pay
the  prepayment  premium  due under this  paragraph  whether the  prepayment  is
voluntary or involuntary  (in connection  with Lender's  acceleration  of unpaid
principal  balance of the Note) or whether the Mortgage is satisfied or released
by foreclosure (whether by power of sale or judicial  proceeding),  deed in lieu
of foreclosure  or by any other means.  Notwithstanding  any other  provision of
this Note, the Borrower  shall not be required to pay any prepayment  premium in
connection  with any  prepayment  occurring  as a result of the  application  of
insurance proceeds or condemnation award pursuant to the Mortgage.

            The  term  "LOAN  DOCUMENTS"  when  used in this  Note  shall  mean,
collectively,  the following  documents:  (i) the  Open-Mortgage,  Assignment of
Rents and Security Agreement (the  "INSTRUMENT")  executed of even date herewith
to secure the Note;  (ii) this Note; and (iii) all other documents or agreements
arising under, related to, or made in connection with, the loan evidenced by the
Note (the  "LOAN")  as such Loan  Documents  may be  amended  from time to time.
Capitalized  terms not otherwise defined herein shall have the meaning set forth
in the Instrument and if not contained therein in the Loan Documents.

            If any installment  under this Note is not paid on the due date, and
if after ten (10) days written notice of non-payment  has been given to Borrower
that  installment  has still not been paid,  then an Event of  Default  shall be
deemed to have  occurred  hereunder,  as a result of which the entire  principal
amount  outstanding  hereunder and accrued interest thereon shall at once

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become due and payable,  at the option of the holder  hereof.  The holder hereof
may  exercise  this  option  to  accelerate  upon any  Event of  Default  by the
undersigned regardless of any prior forbearance. Upon the occurrence of an Event
of Default in connection  with payment of  installments  under this Note, and if
the same is referred to an attorney at law for  collection  or any action at law
or in equity is brought  with  respect  hereto,  the  undersigned  shall pay the
holder hereof all reasonable expenses and costs, including,  but not limited to,
attorney's fees.

             If any  installment  under this Note is not  received by the holder
hereof  within  five  (5)  calendar  days  after  the  installment  is due,  the
undersigned shall pay to the holder hereof a late charge of five (5%) percent of
such  installment,  such late charge to be immediately  due and payable  without
demand by the holder  hereof.  Upon the  occurrence  of an Event of Default,  in
order to compensate the Lender for its increased administrative costs associated
with such Event of Default, the outstanding principal balance of this Note shall
bear interest at a rate of eighteen percent (18%) per annum.

             From  time  to  time,  without  affecting  the  obligation  of  the
undersigned  or the  successors  or  assigns  of  the  undersigned  to  pay  the
outstanding  principal  balance of this Note and  observe the  covenants  of the
undersigned  contained  herein,  without  affecting  the guaranty of any person,
corporation,  partnership  or  other  entity  for  payment  of  the  outstanding
principal  balance of this  Note,  without  giving  notice to or  obtaining  the
consent of the  undersigned,  the  successors or assigns of the  UNDERSIGNED  OR
GUARANTORS,  AND WITHOUT LIABILITY ON THE PART of the holder hereof,  the holder
hereof may, at the option of the holder  hereof,  extend the time for payment of
said  outstanding  principal  balance or any part  thereof,  reduce the payments
thereon,  release anyone liable on any of said  outstanding  principal  balance,
accept a renewal  of this  Note,  modify  the terms and time of  payment of said
outstanding principal balance, join in any extension or subordination agreement,
release  any  security  given  herefore,  take or  release  other or  additional
security,  and agree in  writing  with the  undersigned  to  modify  the rate of
interest  or period of  amortization  of this Note or change  the  amount of the
monthly installments payable hereunder.

             Presentment,  notice of dishonor,  and protest are hereby waived by
all makers,  sureties,  guarantors and endorsers hereof.  This Note shall be the
joint and several obligation of all makers, sureties,  guarantors and endorsers,
and shall be binding upon them and their successors and assigns.

             The  indebtedness   evidenced  by  this  Note  is  secured  by  the
Instrument,  and reference is made thereto for rights as to  acceleration of the
indebtedness  evidenced by this Note.  This Note,  the  Instrument and all other
documents  executed in connection  with the Loan shall be governed by the law of
the jurisdiction in which the property subject to the Instrument is located (the
"PROPERTY").  Accordingly,  and  notwithstanding the fact that Borrower may be a
foreign  citizen,  Borrower  consents  and  submits to the  jurisdiction  of the
federal and state courts within the state in which the Property is located.

ADDITIONAL COVENANTS.

             I. NOTICE. No notice or other  communication  shall be deemed given
unless sent in any of the manners, and to the persons, specified IN THIS SECTION
1. All notices and other communications  hereunder shall be in writing and shall
be deemed given:  (a) upon receipt if delivered  personally  (unless  subject to
clause  (b)) or if  mailed  by  registered  or  certified  mail

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return receipt requested, postage prepaid; (b) at noon on the business day after
dispatch if sent by a nationally  recognized  overnight  courier or (c) upon the
completion  of  transmission  (which is confirmed by telephone or by a statement
generated by the transmitting machine) if transmitted by telecopy or other means
of  facsimile  which  provides  immediate  or  near  immediate  transmission  to
compatible  equipment in the  possession  of the  recipient,  in any case to the
parties at the following addresses or telecopy numbers (or at such other address
or telecopy number for a party as will be specified by like notice):

if to Borrower:

The Bethlehem Corporation
25th and Lennox Streets
Easton, Pennsylvania 18045
Attention: Antoinette L. Martin, Treasurer
Telecopy Number: (610) 515-1341
with a copy to:

Kevin Fogerty, Esquire
1620 Pond Road - Suite 301
Allentown, Pennsylvania 18104
TELECOPY NUMBER: (610) 366-0955

or if to Lender:

Ocwen Federal Bank FSB
1675 Palm Beach Lakes Blvd.
Suite 530
West Palm Beach, Florida 33401
ATTENTION: Small Commercial Discount Loans
Telecopy Number: (561) 681-8153

            2.  EFFECTIVE  RATE  OF  INTEREST.  The  Borrower  agrees  to pay an
effective  rate of interest that is equal to the rate set forth in the Note plus
any additional  rate of interest  resulting from any other charges paid or to be
paid in connection with the Note being deemed under  applicable law to be in the
nature of interest. The Note is subject to the express condition that at no time
shall the Borrower be  obligated  or required to pay  interest on the  principal
balance due  hereunder at a rate which could  subject the Lender to either civil
or criminal  liability  as a result of being in excess of the  maximum  interest
rate which the Borrower is permitted by  applicable  law to contract or agree to
pay.  If by the terms of the  Note,  the  Borrower  is at any time  required  or
obligated to pay interest on the  principal  balance due  hereunder at a rate in
excess of such maximum rate, the rate of interest under the Note shall be deemed
to be  immediately  reduced to such maximum  rate and all  previous  payments in
excess of the maximum rate shall be deemed to have been payments in reduction of
principal and not on account of the interest due hereunder,  provided,  however,
that  any  portions  of such  previous  payments  applied  to  reduction  of the
principal  shall not trigger or cause Borrower to be liable or  responsible  for
any prepayment penalty under this Note.


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<PAGE>

             3. BORROWER'S  EXCULPATION.  Subject to the provisions of Section 4
of this Note, and  notwithstanding any other provision in the Note, the personal
liability  of the  Borrower to pay any and all amounts due and owing on the Loan
(including, without limitation,  principal and interest, costs of collection and
attorneys fees) set forth in any of the Loan Documents shall be limited to:

             a. The real and personal property  described as the Property in the
Instrument (the "PROPERTY");

             b. The rents, profits, issues, products and income of the Property,
derived from the sale,  lease or other  disposition or transfer of the Property,
but not profits from the operation of Borrower's business, received or collected
by or on behalf of Borrower  (the "RENTS AND  PROFITS")  to the extent that such
receipts are  necessary  first,  to pay the  reasonable  expenses of  operating,
managing,  maintaining and repairing the Property,  including but not limited to
real  estate  taxes,  utilities,   assessments,   insurance  premiums,  repairs,
replacements  and ground rents, if any (the  "OPERATING  EXPENSES") then due and
payable as of the time of receipt of the Rents and Profits and then,  to pay the
principal  and  interest  due under  the Note and any  other  sums due under the
Instrument or any other loan document  (including but not limited to deposits or
reserves  due under any  Collateral  Agreement)  except to the  extent  that the
Borrower did not have the legal right because of a bankruptcy,  receivership  or
similar judicial proceeding, to direct the disbursement of such sums;

             C.  The  personal  property  described  in  or  pledged  under  any
Collateral Agreement executed in connection with the Loan; and

             d. Any other collateral given to secure the Note.

Except as provided in Section 4 of this Note, the Lender shall not seek:

             (i) Any  judgment  for a  deficiency  against  the  Borrower or the
Borrower's officers and directors, legal representatives, successors or assigns,
in any action to enforce any right or remedy under the Instrument, or

             (ii) Any  judgment  on the Note except as may be  necessary  in any
action  brought under the Instrument to enforce the lien against the Property or
to exercise any remedies under any Collateral Agreement.

             4. EXCEPTIONS TO NON-RECOURSE LIABILITY.  If, without obtaining the
Lender's prior written  consent:  (a) a Transfer shall occur which,  pursuant to
Section 19 of the  Instrument,  gives the Lender the right,  at its  option,  to
declare all sums secured by the Instrument  immediately due and payable;  or (b)
the  Borrower  shall  encumber  the  Property  with the lien of any  subordinate
instrument in connection with any financing by the Borrower,  any of such events
shall  constitute a default by the Borrower  under the Note,  the Instrument and
the other Loan Documents, and if such event shall continue for thirty (30) days,
an Event of Default shall be deemed to have occurred hereunder, and SECTION 3 of
this  Note  shall not apply  from and after the date  which is thirty  (30) days
after such event and the Borrower  shall be personally  liable for full recourse
liability under the Note, the Instrument and the other Loan Documents.


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<PAGE>
             Notwithstanding  Section  3 of this  Note,  the  Borrower  shall be
personally  liable  to the  Lender in the  amount  of any  loss,  damage or cost
(including  but not limited to attorney's  fees)  resulting  from:  (a) fraud or
intentional  misrepresentation  by the Borrower in connection with obtaining the
Loan or in  complying  with any of the  Borrower's  obligations  under  the Loan
Documents;  (b) insurance proceeds,  condemnation awards, security deposits from
tenants or other sums or payments  attributable  to the  Property not applied in
accordance with the provisions of the Instrument,  except to the extent that the
Borrower did not have the legal right, because of a bankruptcy,  receivership or
similar judicial  proceeding,  to direct  disbursement of such sums or payments;
(c) all Rents and Profits,  (except to the extent that the Borrower did not have
the legal  right,  because of a  bankruptcy,  receivership  or similar  judicial
proceeding,  to direct the disbursement of such sums) not applied, first, to the
payment of the reasonable  Operating  Expenses as such Operating Expenses become
due and payable, and then, to the payment of principal and interest then due and
payable under the Note and any other sums due under the Instrument and any other
Loan Documents  (including but not limited to deposits or reserves payable under
any  Collateral  Agreement);  provided,  however,  that  Borrower  shall have no
liability for Rents and Profits which were  distributed  in any previous  fiscal
year,  if  Borrower  paid:  (i) all of the  Operating  Expenses;  (ii) all other
amounts  due under the  Instrument  and any other Loan  Documents  and (iii) all
other debt  service  relating to the  Property  and the Borrower for that fiscal
year;  (d) the  Borrower's  failure to pay transfer  fees and charges due to the
Lender under the Note or the  Instrument in connection  with any transfer of all
or any part of the Property,  or any interest therein,  from the Borrower to the
Borrower's  transferee,  or transfer of beneficial  interest in the Borrower (if
the  Borrower  is  not  a  natural  person  or  persons  but  is a  corporation,
partnership,  trust or other legal entity); (e) failure by the Borrower,  or any
member of the Borrower, to comply with the covenants, obligations,  liabilities,
warranties and representations contained in SECTION 39 ("ENVIRONMENTAL HAZARDS")
of the Instrument due to the intentional or grossly  negligent acts or omissions
of the  Borrower  or the  Borrower's  agents or  employees;  (f) the  Borrower's
failure following an Event of Default under any of the Loan Documents to deliver
to the  Lender on demand all Rents and  Profits,  security  deposits,  books and
records relating to the Property;  or (g) material breach of any  representation
or warranty contained in any of the Loan Documents.

             No provision of SECTION 3 of the Note or this SECTION 4 shall:  (a)
affect any guaranty or similar  agreement  executed in connection with the Loan;
(b) release or reduce the debt evidenced by the Note; (c) impair the lien of the
Instrument  or (d) impair the rights of the Lender to enforce the  provisions of
SECTION 39  ("ENVIRONMENTAL  HAZARDS") of the  Instrument or  subparagraphs  (f)
through (i) of SECTION 38 ("INDEMNIFICATION") of the Instrument.

             5. NO ORAL  MODIFICATION,  INTEGRATION.  THE NOTE AND ALL THE OTHER
LOAN  DOCUMENTS  EMBODY THE FINAL,  ENTIRE  AGREEMENT OF BORROWER AND LENDER AND
SUPERSEDE  ANY  AND  ALL  PRIOR  COMMITMENTS,  AGREEMENTS,  REPRESENTATIONS  AND
UNDERSTANDINGS,  WHETHER WRITTEN OR ORAL,  RELATING TO THE SUBJECT MATTER HEREOF
AND  THEREOF  AND MAY NOT BE  CONTRADICTED  OR  VARIED  BY  EVIDENCE  OF  PRIOR,
CONTEMPORANEOUS  OR SUBSEQUENT  ORAL  AGREEMENTS OR  DISCUSSIONS OF BORROWER AND
LENDER.


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THERE ARE NO ORAL AGREEMENTS  BETWEEN  BORROWER AND LENDER.  The Note may not be
modified, amended, waived, extended, changed, discharged or terminated orally or
by any act or failure to act on the part of the Borrower or the Lender, but only
by an agreement in writing  signed by the party against whom  enforcement of any
modification,  amendment, waiver, extension, change, discharge or termination is
sought.

             6.  CALCULATION  OF INTEREST.  Interest on the principal sum of the
Note shall be  calculated  on the basis of a 360 day year  consisting  of twelve
(12)  months of thirty  (30) days  each.  Interest  on the Note shall be paid in
arrears except that interest due and payable for a period less than a full month
shall be  calculated  by  multiplying  the actual number of days elapsed in such
period by a daily rate based on a 365 day year and shall be paid in advance.

             7. EVENT OF DEFAULT.  The Borrower  shall be in default  under this
Note,  the Instrument and the other Loan Documents upon the occurrence of any of
the following. events, circumstances, or conditions (an "Event of Default"): (a)
a failure by the  Borrower  to pay within  ten (10) days  after  written  notice
thereof,  any amount required to be paid by the Borrower to the Lender or to any
third party under the Note, the Instrument,  or any other Loan Document; (b) the
Borrower's default, breach or failure to comply with any of the covenants, terms
or conditions of the Note,  the  Instrument,  or any other Loan Document  (other
than the defaults  described in SECTION 18 OF the  Instrument  and SECTIONS 7(A)
AND c hereof) which default, breach or failure is not cured within ten (10) days
after  Lender  forwards  written  notice of such  default,  breach or failure in
accordance with Section 20 of the Instrument,  and farther provided that if such
default  can not  reasonably  be cured  within  such ten (10) day  period,  that
Borrower commences to cure such default within ten (10) days, and completes such
cure within a total of thirty (30) days,  or if such cure cannot  reasonably  be
completed  within that time,  has  commenced  cure during  that  period,  and is
diligently  pursuing same to completion;  or (c) the making or furnishing of any
verbal or written  representation,  statement or warranty by or on behalf of the
Borrower to the Lender,  in connection  with the Loan which is known by Borrower
or shall have been known by Borrower to be false or  incorrect  in any  material
respect.

             8. WAIVER OF JURY  TRIAL.  Borrower  and  Lender,  upon advice from
their  respective  counsel,   hereby  intentionally,   knowingly,   voluntarily,
expressly  and mutually  waive the right to trial by jury of any claim,  demand,
action  or cause of action  (i)  arising  under  this  Note;  or (ii) in any way
connected with or related or incidental to the dealings of the parties hereto or
any of them  with  respect  to this  Note or the Loan  Documents.  In each  case
whether  now  existing or  hereafter  arising and whether in contract or tort or
otherwise,  each party hereby agrees and consents  that any such claim,  demand,
action or cause of action  shall be decided by a court trial  without a jury and
that any party to this Note may file this  original  Note or a copy thereof with
any court as written evidence of the consent of the parties hereto to the waiver
of their right to a trial by jury.

             9. CONFESSION OF JUDGMENT.  BORROWER HEREBY AUTHORIZES AND EMPOWERS
ANY ATTORNEY OR THE  PROTHONOTARY  OR CLERK OF ANY COURT IN THE  COMMONWEALTH OF
PENNSYLVANIA,  OR IN ANY OTHER  JURISDICTION WHICH PERMITS THE ENTRY OF JUDGMENT
BY  CONFESSION,  TO APPEAR FOR BORROWER AT ANY TIME AFTER THE  OCCURRENCE  OF AN
EVENT OF DEFAULT IN ANY ACTION BROUGHT 

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AGAINST BORROWER ON THIS NOTE OR THE LOAN DOCUMENTS AT THE SUIT OF BANK, WITH OR
WITHOUT  COMPLAINT OR DECLARATION  FILED,  WITHOUT STAY OF EXECUTION,  AS OF ANY
TERM OR TIME, AND THEREIN TO CONFESS OR ENTER JUDGMENT  AGAINST BORROWER FOR THE
ENTIRE UNPAID OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AND ALL OTHER SUMS TO BE
PAID BY BORROWER TO OR ON BEHALF OF BANK  PURSUANT TO THE TERMS HEREOF OR OF THE
LOAN DOCUMENTS AND ALL ARREARAGES OF INTEREST  THEREON,  TOGETHER WITH ALL COSTS
AND OTHER EXPENSES AND AN ATTORNEY'S  COLLECTION  COMMISSION OF FIFTEEN  PERCENT
(15%) OF THE AGGREGATE  AMOUNT OF THE FOREGOING  SUMS, BUT IN NO EVENT LESS THAN
$5,000.00, PROVIDED, HOWEVER, THAT ANY ATTORNEYS' FEES SOUGHT TO BE RECOVERED IN
CONNECTION WITH CONFESSION OF JUDGMENT  PROCEEDING  SHALL BE REASONABLE IN LIGHT
OF TIME ACTUALLY EXPENDED BY SAID ATTORNEYS,  AND THEIR BILLING RATE; AND FOR SO
DOING THIS NOTE OR A COPY HEREOF  VERIFIED BY  AFFIDAVIT  SHALL BE A  SUFFICIENT
WARRANT.

             THE  AUTHORITY  GRANTED  HEREIN TO  CONFESS  JUDGMENT  SHALL NOT BE
EXHAUSTED BY ANY EXERCISE  THEREOF BUT SHALL  CONTINUE  FROM TIME TO TIME AND AT
ALL TIMES  UNTIL  PAYMENT IN FULL OF ALL THE  AMOUNTS  DUE  HEREUNDER.  BORROWER
ACKNOWLEDGES  THAT IT HAS BEEN  REPRESENTED  BY COUNSEL IN  CONNECTION  WITH THE
EXECUTION AND DELIVERY OF THIS NOTE AND THAT IT KNOWINGLY WAIVES ITS RIGHT TO BE
HEARD PRIOR TO THE ENTRY OF SUCH JUDGMENT AND UNDERSTANDS THAT, UPON SUCH ENTRY,
SUCH JUDGMENT SHALL BECOME A LIEN ON ALL REAL PROPERTY OF BORROWER IN THE COUNTY
WHERE SUCH JUDGMENT IS ENTERED.


Executed under seal on the date and year first above written.




Witnesseth:                             THE BETHLEHEM CORPORATION, BORROWER

_____________________________           By: _________________________________

Helen Castner Assistant Secretary            Antoinette L. Martin, Treasurer