SECURED REVOLVING PROMISSORY NOTE

$7,000,000.00                                                February 6th, 1997
                                                       Florham Park, New Jersey

     FOR VALUE RECEIVED, BOGEN COMMUNICATIONS,  INC., a corporation of the State
of Delaware  (hereinafter the  "Borrower"),  promises to pay in lawful monies of
the United States of America,  in immediately  available  funds, to the order of
SUMMIT  BANK  (hereinafter  called  the  "Lender"),  at its office at 750 Walnut
Avenue,  Cranford,  New Jersey  07016,  or such other place as the holder hereof
may, from time to time, designate in writing, the principal sum of SEVEN MILLION
($7,000,000.00)  DOLLARS,  together with interest as herein provided, or so much
thereof  as  shall  from  time to time be  advanced  hereunder  to the  Borrower
pursuant to the terms and conditions of the Loan and Security  Agreement between
the  parties  being   executed   contemporaneously   herewith   (the   "Security
Agreement"), on February 5, 1999.

     1. All such  advances  shall be made in  accordance  with the  terms of the
Security  Agreement and the date and amount of each advance shall be recorded in
the separate ledgers  maintained by Lender.  All such advances whether or not so
recorded shall be due as part of this Note.

     2. The  Borrower  shall pay to Lender  interest  upon any unpaid  principal
balance advanced  hereunder or under the terms of the Security  Agreement at the
close of each day,  which  interest  shall be due and  payable  to Lender on the
fifth  (5th)  day of the  following  month.  Any  failure  or delay by Lender in
presenting  invoices for interest shall not discharge or relieve the Borrower of
its obligation to make such interest payments.  The interest rate which shall be
used to calculate the amount of interest due each month shall be the Summit Bank
Floating Base Rate of interest in effect during the period for which interest is
being  calculated plus one-half (1/2)  percentage  point per annum. The interest
due shall be paid by  Borrower  or,  at the  option of  Lender,  charged  to any
checking or loan  account  maintained  by  Borrower  at Lender,  but if not paid
within  ten (10) days of the close of each  month,  interest  may,  at  Lender's
discretion,  be  added to  Borrower's  Loan  account  balance.  Borrower  hereby
consents to Lender's  making such charge.  Interest  shall be  calculated on the
basis  that one day  represents  1/360th  of a year.  For the  purposes  of this
obligation  the term "Summit Bank  Floating Base Rate" is defined as the rate of
interest  established by Lender from time to time as its Floating Base Rate. The
Summit  Bank  Floating  Base  Rate is  neither  linked to any  external  rate of
interest  or index nor does it  necessarily  reflect the lowest rate of interest
charged by Lender to its most creditworthy  customers.  The Summit Bank Floating
Base Rate may be changed from time to time by Lender  without notice to Borrower
and, with respect to the interest rate applicable hereto,  shall be effective on
the date any such change is made.

     3. This Note is subject to and governed by the terms and  conditions of the
Security Agreement, all of which terms and conditions are incorporated herein by
reference  with the same force and effect as though set forth  herein at length.
All sums due hereunder are secured by the

<PAGE>

Collateral  described in the Security Agreement.  All capitalized terms shall be
defined as set forth in the Security Agreement.

     4. Anything herein to the contrary notwithstanding, upon the occurrence and
during the  continuance  of an Event of Default  hereunder,  the  interest  rate
charged to Borrower on the  Revolving  Loans  shall,  at Bank's  discretion,  be
increased by two and three-quarters (2.75) percentage points per annum in excess
of the then applicable rate. In no event,  however,  shall the interest rate due
hereon exceed the maximum  allowable by law. In the event Lender should  receive
such  excess,  same shall be applied to reduce  Borrower's  Obligations  in such
order as Lender shall elect.

     5. Any payment of interest or  principal  due  hereunder  which is received
more than ten (10) days after the date due shall be subject to a late  charge of
five (5%)  percent of the amount of such  payment,  which shall not be less than
$25.00 nor more than $2,500.00.  Such late charge  represents  reimbursement  of
various costs incurred by Lender in processing late payments generally and shall
not be deemed to be  additional  interest  hereon.  Imposition  of a late charge
shall be in  addition  to, and not in lieu of any other  remedies  available  to
Lender under this Note, the Security  Agreement and the Relevant  Documents,  at
law, equity or otherwise.

     6. The Borrower  shall be in default under this Note upon the occurrence of
any of the events which  constitute an Event of Default pursuant to the terms of
the Security  Agreement.  Upon the occurrence of any Event of Default,  then the
aforesaid principal sum or so much thereof as shall then remain unpaid, with all
arrearages of interest thereon,  shall,  without notice or demand, at the option
of Lender, become due and payable immediately thereafter,  anything hereinbefore
contained to the contrary notwithstanding.  Furthermore,  Lender shall thereupon
be  entitled  to exercise  all of the  remedies of a secured  party at law or in
equity,  together with the rights and remedies provided to it under the Security
Agreement.

     7. The Borrower  shall be liable for all costs,  charges and expenses,  and
other  sums   incurred  or  advanced  by  Lender   (including   legal  fees  and
disbursements) to preserve the Collateral,  collect on the Obligations,  protect
Lender's  interest in or realize on the Collateral or to enforce Lender's rights
against the Borrower or any Guarantor.

     8. The Borrower, and all other parties who at any time may be liable hereon
in any capacity, jointly and severally,  waive presentment,  demand for payment,
protest  and  notice of  protest,  and  notice of  dishonor  of this  Note,  and
authorize Lender,  without notice, to grant any extension,  postponement of time
of payment,  indulgence or any  substitution,  exchange or release of Collateral
and to the  addition  to or  release  of  any  party  or  persons  primarily  or
secondarily  liable  or  acceptance  of  partial  payments  on any  accounts  or
instruments and the settlement, compromising or adjustment thereof.

     9. As further  security for the performance of the  obligations  hereunder,
the  Borrower  hereby  gives  Lender a general lien upon all property and assets
heretofore or hereafter  delivered to Lender, and Lender shall have the right of
set-off,  in addition to any other  rights  conferred by statute or operation of
law, with respect to any accounts of the Borrower with Lender, and any

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<PAGE>

other funds or tangible  assets which may, at any time,  be in  possession of or
under Lender's custody and control.

     10.  Lender  is  hereby  authorized  to  disclose  any  financial  or other
information  about  the  Borrower  to  any  regulatory  body  or  agency  having
jurisdiction  over  the  Lender,  or  to  any  present,  future  or  prospective
participant   or  successor   in  interest  in  any  loan  or  other   financial
accommodation made by Lender to the Borrower.

     11.  Lender  shall  not,  by any act,  be deemed to have  waived any of its
rights or  remedies  hereunder,  unless  such waiver is in writing and signed by
Lender,  and then only to the extent set forth  therein.  A waiver as to any one
event shall in no way be construed as continuing or as preventing  the waiver or
enforcement  of such  rights or  remedies  available  to Lender on a  subsequent
event.

     12. The  liability  of the Borrower  and any  guarantor  shall be joint and
several,  absolute and  unconditional and without regard to the liability of any
other party.

     13. The provisions  herein contained shall bind and inure to the benefit of
the Borrower and Lender and their respective legal  representatives,  successors
and assigns  (provided,  however,  that the Borrower  shall not assign this Note
without  first  obtaining  the  written  consent  of  Lender).  Lender  (or  any
subsequent  assignee)  may  transfer  and  assign  this  Note  and  deliver  the
Collateral  to the  assignee,  who  shall  thereupon  have all of the  rights of
Lender;  and Lender (or any such  subsequent  assignee  that in turn  assigns as
aforesaid)  shall then be  relieved  and  discharged  of any  responsibility  or
liability with respect to this Note and said Collateral.

     14. For the purposes of this Note wherever the term "Lender"  shall be used
it shall refer to any subsequent holder, successor or assignee hereof unless the
context requires otherwise.

     15.  THE  BORROWER  HEREBY  WAIVES  ITS  RIGHT  TO A  TRIAL  BY JURY IN ANY
LITIGATION RELATING TO THIS OBLIGATION.

     16. The provisions  hereof shall be governed by and construed in accordance
with the laws of the State of New Jersey.

     IN WITNESS WHEREOF,  the undersigned have hereunto caused these presents to
be signed by their proper corporate officers and their proper corporate seals to
be hereto affixed the day and year first written above.

ATTEST:                                 BOGEN CORPORATION
BY: FRANK DIPALMA                       BY: YOAV M. COHEN
   ----------------------------------      ------------------------------
   FRANK DIPALMA, Assistant Secretary      YOAV M. COHEN, Vice President, 
                                           Finance                          

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