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                                                                   EXHIBIT 10.14

                                 PROMISSORY NOTE




$__________                                                    ________ __, 1997
                                                             Anaheim, California



            FOR VALUE RECEIVED, ATL Products, Inc., a Delaware corporation (the
"Borrower"), promises to pay to the order of Odetics, Inc., a Delaware
corporation (the "Lender"), at Anaheim, California, or at such other place as
the holder of this Note may from time to time designate in writing, the
principal amount of _____________________________ dollars ($_________), with
interest on the principal amount from the date of disbursement of the principal
amount at the rate per annum set forth in this Note, to be paid as set forth in
this Note.

            The principal amount of this Note shall bear interest at the rate
per annum equal to Lender's cost of borrowing from the lesser of either of
Lender's primary banks, or Lender's principal bank, as the case may be during
the term of the Note, but shall not exceed the maximum rate of interest
permitted by applicable law.

            The Borrower shall pay the principal amount of this Note and
interest in sixteen (16) equal quarterly installments at the end of each
calendar quarter commencing June 30, 1997 and continuing until all principal and
interest have been fully paid. Each payment of principal shall be accompanied by
a payment equal to all interest accrued on the outstanding principal amount of
the Note.

            The Borrower shall have the right to prepay the principal sum of
this Note, or any part thereof or interest thereon, at any time without penalty
or prepayment charge.

            Both principal and interest shall be paid by Borrower in lawful
money of the United States of America in cash or in the form of a cashier's or
certified check.

            If the Borrower shall default in the timely making of any payment of
principal and/or interest due hereunder and if the same remains unpaid for
fifteen (15) days following receipt by Borrower of written notice of such
default the Lender may declare the entire remaining indebtedness owing
hereunder, including any accrued interest, to become immediately due and
payable.

            Notwithstanding anything to the contrary in this Note, the total
liability of the Borrower for payments in the nature of interest shall not
exceed the limits applicable to this Note, if
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any, imposed by the usury laws, if any, of the United States of America or the
State of California. If any payment in the nature of interest made by the
Borrower or received by the holder of this Note is determined to be in excess of
any limit applicable to this Note imposed by such usury laws, then the amount of
such excess shall constitute and be considered a payment of principal, not
interest, and such amount shall be applied to reduce the principal sum so that
the total liability of the Borrower for payments in the nature of interest does
not exceed the applicable limits, if any, imposed by such usury laws. In the
event and to the extent such excess amount of interest exceeds the outstanding
unpaid principal balance hereunder, any such excess amount shall be immediately
returned to Borrower by Lender.

            No delay or omission on the part of the Lender hereof in exercising
any right hereunder shall operate as a waiver of such right or of any other
right under this Note.

            Neither this Note nor any term hereof may be waived, amended,
discharged, modified, changed, or terminated orally, nor shall any waiver of any
provision hereof be effective except by an instrument in writing signed by
Borrower and the Lender thereof.

            Whenever used herein, the words "Borrower" and "Lender" shall be
deemed to include their respective heirs, personal representatives, successors
and assigns.

            All notices to be given under this Note shall be deemed served upon
receipt by the addressee or, if mailed, upon the expiration of seventy-two (72)
hours after deposit in the United States Postal Service, certified mail, postage
prepaid, addressed to the address of Borrower or Lender as hereinafter set
forth:


      Borrower's Address:     2801 Kelvin Avenue
                              Irvine, California 92715
                              Attention:  Chief Executive Officer

      Lender's Address:       1515 South Manchester Avenue
                              Anaheim, California 92802-2907
                              Attention:  Chief Executive Officer

            This Note may from time to time be extended or renewed, with or
without notice to Borrower or any guarantor hereon and any related right may be
waived, exchanged, surrendered or otherwise dealt with, all without affecting
the liability of Borrower or any guarantor hereon.

            There are no oral agreements between the Lender and the Borrower
relating to this Note. If any provision of this Note is held to be invalid or
unenforceable, it shall not affect the validity and enforceability of the other
provisions of this Note. This Note has been executed and delivered in the State
of


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California and is to be governed by and construed according to the laws thereof.

            IN WITNESS WHEREOF, the Borrower has executed this Note as of the
date first hereinabove written.


                                    ATL Products, Inc.


                                    By:______________________________
                                          Kevin C. Daly
                                          Chief Executive Officer


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