EQUIPMENT TERM LOAN NOTE
                            ------------------------


$120,000.00                                                 Radnor, Pennsylvania
                                                            Date: April __, 2004


         FOR VALUE RECEIVED,  without set-off or deduction, the undersigned,  J.
M. AHLE CO.,  INC., a Delaware  corporation  ("Maker"),  in accordance  with the
terms and  conditions  set forth below,  hereby  promises to pay to the order of
SOVEREIGN  BANK (the  "Bank"),  the  principal  sum of up to One Hundred  Twenty
Dollars ($120,000.00), in lawful money of the United States of America, together
with interest thereon from the date hereof at an annual rate equal to the "Prime
Rate" (as defined herein) plus one-quarter  percent (.25%),  and both payable as
hereinafter provided.

           (a)  The "Prime Rate" is the floating annual rate of interest that is
announced  from  time to time by the Bank as the  Prime  Rate and is used by the
Bank as a reference  base with respect to different  rates charged to borrowers.
The Prime Rate shall change  simultaneously  and  automatically  upon the Bank's
designation  of any change in such Prime  Rate.  The  Bank's  determination  and
designation  from  time to  time of the  referenced  rate  shall  not in any way
preclude the Bank from making loans to other  borrowers at a rate that is higher
or lower than or different from the Prime Rate.

           (b)   Interest on amounts  advanced to Maker under this Note shall be
payable monthly, in arrears, on the first day of each month commencing on May 1,
2004.

           (c)   The  principal  balance  of  this  Note  shall  be  payable  in
seventy-one  (71)  equal,  consecutive  monthly  installments  in the  amount of
$1,690.14 each, plus interest thereon, commencing on May 1, 2004, and continuing
on the first day of each month thereafter until April 1, 2009, at which time the
remaining  unpaid  principal,  plus accrued interest  thereon,  shall be paid in
full,  or due in full upon the  occurrence of an Event of Default (as defined in
Article 8 of the Loan Agreement).

           (d)  Upon the occurrence of an Event of Default, the rate of interest
shall be  increased  to a rate equal to two percent  (2%) above the then current
rate of interest  specified  herein (the "Default  Rate").  Interest at the rate
provided for herein, or the Default Rate, shall continue to accrue at such rate,
and continue to be paid even after default, maturity, acceleration,  recovery of
judgment,  bankruptcy or  insolvency  proceeding of any kind until such monetary
default has been cured.

           (e)  If any of the aforesaid payments of principal and interest shall
become overdue for a period in excess of ten (10) days, Maker shall pay the Bank
a "late charge" of five percent (5%) of the monthly  principal payment (plus the
accrued interest thereon) then past due.

           (f)  This  Note  shall be  prepayable  by Maker  without  penalty  or
premium,  but with accrued interest to the date of such prepayment on the amount


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repaid,  at any  time  and  from  time  to  time,  in  whole  or in  part,  upon
notification  to the Bank of such  prepayment  not later than 10:00 a.m.  on the
date of such prepayment.

           (g)  All payments of principal  and interest with regard to this Note
shall be made in lawful  money of the United  States of  America in  immediately
available  funds at the Bank's office at 1130 Berkshire  Boulevard,  Wyomissing,
Pennsylvania  19610,  or at such  other  place as the Bank  shall  designate  in
writing.

           (h)   Maker  shall  not be  obligated  to pay and the Bank  shall not
collect  interest  at a rate in excess of the  maximum  permitted  by law or the
maximum that will not subject the Bank to any civil or criminal  penalties.  If,
because of the  acceleration of maturity,  the payment of interest in advance or
any  other  reason,  Maker is  required,  under the  provisions  of the Loan and
Security  Agreement,  dated March 31, 2000, among Maker, David W. and Jacqueline
J. Menard and the Bank, as amended (the "Loan Agreement"),  to pay interest at a
rate in excess of such maximum rate, the rate of interest under such  provisions
shall  immediately  and  automatically  be reduced to such maximum rate, and any
payment made in excess of such maximum rate, together with interest thereon at a
rate provided  herein from the date of such payment,  shall be  immediately  and
automatically  applied to the reduction of the unpaid principal  balance of this
Note as of the date on which such excess payment is made. If the amount to be so
applied  to  reduction  of the  unpaid  principal  balance  exceeds  the  unpaid
principal  balance,  the amount of such excess  shall be refunded by the Bank to
Maker.

           (i)  This Note is the Note  referred  to in Section  2.12 of the Loan
Agreement and is entitled to all the benefits of such Loan Agreement and all the
security  referred to therein.  In the event of a conflict  between the terms of
this Note and the terms of the Loan  Agreement,  the terms of the Loan Agreement
shall control.

           (j)  All of the  agreements,  conditions,  covenants,  provisions and
stipulations   contained  in  the  Loan  Agreement  (as  defined  in  said  Loan
Agreement),  which are to be kept and  performed by Maker are hereby made a part
of this Note to the same  extent  and with the same  force and effect as if they
were fully set forth herein,  and Maker covenants and agrees to keep and perform
them, or cause them to be kept and performed,  strictly in accordance with their
terms.

           (k)  Upon the  occurrence of an Event of Default,  then,  and in such
event,  the Bank may  declare  this Note to be due and  payable,  whereupon  the
entire unpaid balance of principal,  together with all accrued interest thereon,
shall become immediately due and payable without presentment, demand, protest or
other notice of any kind,  all of which are hereby  expressly  waived,  anything
herein or in the Loan Agreement to the contrary notwithstanding.

           (l)   UPON  THE  OCCURRENCE  OF AN EVENT  OF  DEFAULT,  MAKER  HEREBY
IRREVOCABLY  AUTHORIZES  AND  EMPOWERS THE  PROTHONOTARY  OR ANY ATTORNEY OF ANY
COURT OF THE COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE TO APPEAR AT ANY TIME FOR
MAKER IN ANY ACTION  BROUGHT  AGAINST SUCH MAKER ON THIS NOTE AT THE SUIT OF THE
BANK, WITH OR WITHOUT  DECLARATION FILED, AS OF ANY TERM, AND THEREIN TO CONFESS

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OR ENTER JUDGMENT AGAINST MAKER FOR THE ENTIRE UNPAID PRINCIPAL OF THIS NOTE AND
ALL OTHER SUMS  PAYABLE BY OR ON BEHALF OF MAKER  PURSUANT  TO THE TERMS OF THIS
NOTE OR THE LOAN  AGREEMENT,  AND ALL ARREARAGES OF INTEREST  THEREON,  TOGETHER
WITH COSTS OF SUIT, ATTORNEY'S COMMISSION FOR COLLECTION OF FIVE PERCENT (5%) OF
THE TOTAL  AMOUNT  THEN DUE BY MAKER TO THE BANK (BUT IN ANY EVENT NOT LESS THAN
THREE THOUSAND DOLLARS ($3,000.00)), 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.

           (m)  The  remedies  of the  Bank as  provided  herein  or in the Loan
Agreement,  and the warranties contained herein or in the Loan Agreement,  shall
be  cumulative  and  concurrent,  and may be pursued  singly,  successively,  or
together at the sole  discretion  of the Bank,  and may be exercised as often as
occasion  therefor  shall  occur;  and the failure to exercise any such right or
remedy shall in no event be construed as a waiver or release thereof.

           (n)  Maker  hereby  waives  and  releases  all  errors,  defects  and
imperfections in any proceedings  instituted by the Bank under the terms of this
Note or of the Loan Agreement, as well as all benefit that might accrue to Maker
by  virtue of any  present  or  future  laws  exempting  any  property,  real or
personal,  or any  part of the  proceeds  arising  from  any  sale  of any  such
property,  from attachment,  levy, or sale under execution, or providing for any
stay of  execution,  exemption  from civil  process,  or  extension  of time for
payment;  and Maker agrees that any real estate that may be levied upon pursuant
to a  judgment  obtained  by  virtue  hereof,  on any writ of  execution  issued
thereon, may be sold upon any such writ in whole or in part in any order desired
by the Bank.

           (o)  Maker and all endorsers,  sureties and guarantors hereby jointly
and severally waive presentment for payment,  demand, notice of demand,  protest
and notice of protest of this Note, and all other notices in connection with the
delivery,  acceptance,  performance,  default,  or enforcement of the payment of
this  Note,  and  they  agree  that  the  liability  of each of  them  shall  be
unconditional, without regard to the liability of any other party, and shall not
be affected in any manner by any indulgence,  extension of time, renewal, waiver
or modification  granted or consent to any and all extensions of time, renewals,
waivers,  or payment or other provisions of this Note, and to the release of the
collateral or any part  thereof,  with or without  substitution,  and agree that
additional makers, endorsers,  guarantors, or sureties may become parties hereto
without notice to them or affecting their liability hereunder.

          (p)   The  Bank  shall  not be  deemed,  by any  act of  omission  or
commission,  to have waived any of its rights or remedies  hereunder unless such
waiver  is in  writing  and  signed by the  Bank,  and then  only to the  extent
specifically  set  forth in the  writing.  A waiver  on one  event  shall not be
construed  as  continuing  or as a bar to or  waiver of any right or remedy to a
subsequent event.

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           (q)  This instrument shall be governed by and construed  according to
the  domestic,  internal  law  (but  not the law of  conflict  of  laws)  of the
Commonwealth of Pennsylvania.

           (r)  Whenever used, the singular number shall include the plural, the
plural the  singular,  the use of any gender shall be applicable to all genders,
and the words  "Bank"  and  "Maker"  shall be deemed to include  the  respective
successors and assigns of the Bank and Maker.

           (s)  Any  provision  contained  in this Note which is  prohibited  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability,  without invalidating the
remaining  provisions hereof and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

         IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has
caused this Note to be duly executed by an authorized officer the day and year
first above written.


                                            J. M. AHLE CO.,
INC.

                                            By: /S/ David W. Menard
                                                -------------------
                                                David W.  Menard, President





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