Exhibit 4.8 to IntriCon Corporation Form 10-K dated December 31, 2004






Exhibit 4.8  




Second Amended and
Restated Revolving Credit Note  


		
		March 30, 2005
	$4,500,000	Philadelphia, PA




        FOR
VALUE RECEIVED, the undersigned, Selas Corporation of America, a Pennsylvania business
corporation with its chief executive office and principal place of business at c/o RTI,
1260 Red Fox Road, Arden Hills, MN 55112 (the “Borrower”), promises to pay to
the order of Wachovia Bank, National Association (formerly known as First Union National
Bank) with offices located at Broad and Walnut Streets, Philadelphia, PA 19109 (the
“Lender”) the principal sum of Four Million Five Hundred Thousand Dollars
($4,500,000) or, if less, the aggregate outstanding principal balance of all advances made
by the Lender to the Borrower under the Amendment to Amended, Restated and Consolidated
Loan Agreement dated of even date by and among the Borrower, Resistance Technology, Inc.,
a Minnesota business corporation with offices located at 1260 Red Fox Road, Arden Hills,
MN 55112, RTI Electronics, Inc., a Delaware corporation with offices located at 1800 Via
Burton Street, Anaheim, CA 92806 and Lender (as amended, restated, modified or
supplemented from time to time, the “Agreement”), pursuant to the
“Revolving Loan” as defined in the Agreement, together with interest, from the
date of the Agreement, in like money, at said office of the Lender, at the time and at
rates per annum as provided in the Agreement. 



        This
note (the “Note”) amends and completely restates and evidences the indebtedness
outstanding under and is substituted for, but not in payment, satisfaction, cancellation
or novation of, the Amended and Restated Revolving Credit Note dated March 18, 2004 which
was issued by the Borrower to the Lender. As of the date hereof, this Note shall be deemed
to be the Revolving Credit Facility Note referred to in the Agreement and shall evidence
the indebtedness incurred under, and be entitled to the benefits of, the Agreement. All
terms used and not otherwise defined in this Note shall have the meanings given to them in
the Agreement. Upon the occurrence of any Event of Default set forth in the Agreement, the
entire unpaid balance of principal and accrued interest of this Note and all other amounts
due under the Agreement shall, at the option of the Lender, be immediately due and payable
without presentment, demand, protest or notice of any kind, all of which are expressly
waived. 



        Until
maturity (whether by acceleration or otherwise), the outstanding principal balance
hereunder shall bear interest at the rates and shall be payable at the times and in the
manner set forth in the Agreement. Subsequent to maturity, including after judgment, or
upon the occurrence of any Event of Default set forth in the Agreement, interest on the
outstanding principal balance hereunder shall accrue at an annual rate equal to the Base
Rate plus five percent (5%) and shall be payable on demand. 



        Time
is of the essence of this Note. All payments of principal and interest shall be made in
full in lawful money of the United States of America, without set-off, counterclaim,
deduction or withholding for any reason whatsoever, at the offices of the Lender, or at
such other place as may be directed by the Lender. 



        In
the event any interest rate applicable hereto is in excess of the highest rate allowable
under applicable law, then the rate of such interest will be reduced to the highest rate 









not in excess of such maximum
allowable interest and any excess previously paid by Borrower shall be deemed to have been
applied against principal. 



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



        UPON
THE OCCURRENCE OF AN EVENT OF DEFAULT, THE BORROWER IRREVOCABLY AUTHORIZES THE
PROTHONOTARY OR ANY ATTORNEY OF ANY COURT OF RECORD IN PENNSYLVANIA OR ELSEWHERE TO APPEAR
FOR AND CONFESS JUDGMENT AGAINST THE BORROWER FOR ANY AND ALL AMOUNTS UNPAID ON THIS NOTE
AND UNDER THE AGREEMENT, INCLUDING INTEREST THEREON TO DATE OF PAYMENT (SUCH AMOUNT AND
THE OCCURRENCE OF SUCH EVENT OF DEFAULT TO BE AS EVIDENCED BY A COMPLAINT OR AN AFFIDAVIT
SIGNED BY AN OFFICER OF THE LENDER) TOGETHER WITH FEES OF COUNSEL, DISBURSEMENTS AND COSTS
OF SUIT, AS SET FORTH BELOW, RELEASING ALL ERRORS AND WAIVING RIGHTS OF APPEAL. IF A COPY
OF THIS NOTE, VERIFIED BY AFFIDAVIT, SHALL HAVE BEEN FILED IN SUCH PROCEEDING, IT SHALL
NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY. THE BORROWER WAIVES THE
RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS NOW OR HEREAFTER IN
EFFECT. NO SINGLE EXERCISE OF THIS WARRANT AND POWER TO CONFESS JUDGMENT SHALL BE DEEMED
TO EXHAUST THIS POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE
INVALID, VOIDABLE OR VOID, BUT THIS POWER SHALL CONTINUE UNDIMINISHED AND MAY BE EXERCISED
FROM TIME TO TIME AS OFTEN AS THE LENDER SHALL ELECT UNTIL THIS NOTE AND ALL SUMS DUE
UNDER THIS NOTE AND THE AGREEMENT SHALL HAVE BEEN PAID IN FULL. 



        If
the Lender should engage legal counsel in the course of collection of this Note upon the
occurrence of an Event of Default, the Borrower shall pay to the Lender all fees and
disbursements reasonably incurred by such counsel and all costs of suit. 



        THE
BORROWER AND THE LENDER CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED
WITHIN THE EASTERN DISTRICT OF PENNSYLVANIA IN ANY AND ALL ACTIONS AND PROCEEDINGS ARISING
UNDER OR PURSUANT TO THIS NOTE OR ARISING UNDER OR PURSUANT TO ANY AGREEMENT, DOCUMENT OR
INSTRUMENT EXECUTED IN CONNECTION WITH OR RELATING TO THIS NOTE. THE BORROWER IRREVOCABLY
AGREES TO SERVICE OF PROCESS BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO SUCH ADDRESS
AS THE BORROWER MAY DIRECT BY WRITTEN NOTICE TO THE LENDER. 



        THE
BORROWER IRREVOCABLY WAIVES A JURY TRIAL AND ANY RIGHT TO A JURY TRIAL IN ANY ACTIONS OR
PROCEEDINGS ARISING UNDER OR PURSUANT TO THIS NOTE OR ARISING UNDER OR PURSUANT TO ANY 




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AGREEMENT, DOCUMENT OR INSTRUMENT
EXECUTED IN CONNECTION WITH OR RELATING TO THIS NOTE, AND THE BORROWER AGREES THAT ANY
SUCH ACTION OR PROCEEDING MAY BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. 



        THE
BORROWER ACKNOWLEDGES THAT IT HAS HAD THE ASSISTANCE OF COUNSEL IN THE REVIEW AND
EXECUTION OF THIS NOTE AND FURTHER ACKNOWLEDGES THAT THE MEANING AND EFFECT OF THE
CONFESSION OF JUDGMENT AND WAIVER OF JURY TRIAL HAVE BEEN FULLY EXPLAINED TO SUCH BORROWER
BY SUCH COUNSEL. 



        This
Note is being executed and delivered in the Commonwealth of Pennsylvania and shall be
governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
Except where the context otherwise requires, the term “Lender” shall be deemed
to include any subsequent holder of this Note. 



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        IN
WITNESS WHEREOF, the undersigned, by its duly authorized officer and intending to be
legally bound, has duly executed this Note this 30th day of March, 2005. 


		
	ATTEST:	SELAS CORPORATION OF AMERICA
	 
	 
	 /s/ Mark S. Gorder
Name: Mark S. Gorder
Title: CEO 	By: /s/ Robert F. Gallagher (SEAL)
Name: Robert F. Gallagher
Title: CFO