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                                  TERM NOTE II

$5,000,000.00                                                  December 17, 2001
                                                        New Britain, Connecticut

         FOR VALUE RECEIVED, ACMAT CORPORATION, a Connecticut corporation with a
place of business in New Britain, Connecticut ("Maker"), promises to pay to the
order of WEBSTER BANK, a federally chartered savings bank having a place of
business in Waterbury, Connecticut ("Payee") or other holder of this Note the
principal sum of FIVE MILLION ($5,000,000.00) DOLLARS, together with interest on
the outstanding balance hereof before and after maturity, at the rate
hereinafter set forth until this Note shall have been fully paid, all as
hereinafter provided.

         Interest Rate. The outstanding balance hereof shall bear interest at a
rate per annum (the "Rate") which is at all times equal to the Prime Rate. The
Prime Rate is an annual rate of interest announced from time to time by Payee as
its Prime Rate; it is not necessarily the Payee's lowest or most favorable rate.
The interest rate hereunder shall change simultaneously with each change in the
Payee's Prime Rate without notice or demand of any kind.

         LIBOR Option. At any time after the date hereof, provided no default
hereunder shall have occurred, the Maker may elect, pursuant to a Notice of
Interest Rate Election (as defined in the Agreement hereinafter referenced) to
have amounts outstanding hereunder bear interest at a rate per annum equal to
one hundred ninety (190) basis points per annum in excess of the LIBOR Rate (as
defined in the Agreement) for an Interest Period (as defined in the Agreement)
equal to three months elected by Maker. No election may be made for a period
that extends beyond the maturity date of this Note.

         Amounts outstanding hereunder shall bear interest at the Prime Rate
unless otherwise so elected by Maker.

         Payments of Principal and Interest. Commencing on March 1, 2002, and on
the first day of each June, September, December and March thereafter, Maker
shall make payments of interest as set forth herein. Commencing on March 1,
2004, and on the first day of each June, September, December and March
thereafter, Maker shall make payments of principal, each in the amount of
$250,000.00 (each to be accompanied by a payment of interest in arrears on the
unpaid balance at the Rate(s) aforesaid applicable during the prior three month
period, calculated on the basis of a year of three hundred and sixty (360) days
but for the actual number of days elapsed).

         Maturity Date. The final maturity date of this Note shall be December
1, 2008, on which date the entire indebtedness evidenced by this Note, including
without limitation, the unpaid principal balance and unpaid interest accrued
thereon, shall be due and payable without notice or demand.


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         Prepayment. Amounts outstanding hereunder may only be prepaid if such
prepayment is accompanied by the Prepayment Premium as more particularly set
forth in the Agreement.

         Late Payments. In the event that any payment of principal or interest
due hereunder is not received by Payee within five (5) days after the same is
due, then the Maker agrees to pay to the Payee the additional sum of five (5%)
percent of the amount of such late payment to cover the additional expense of
Payee's handling of such late payment (but not as consideration for making such
late payment). Maker and Payee hereby agree that an exact computation of Payee's
damages relating to such late payment is impossible to ascertain, and further
agree that the percentage stated above is a reasonable estimation of Payee's
damages. Such estimation is based upon, inter alia, Payee's additional expenses
relating to (i) sending late notices, (ii) referring the matter to Payee's
collection department and (iii) providing for any necessary regulatory
compliance and reserve requirements.

         Application of Payments. All payments hereon shall be applied to
expenses as provided herein, interest and principal in such order as Payee
shall, in its discretion, determine. Said sums shall be payable together with
all lawful taxes and assessments levied thereon, or upon this Note, or upon the
Payee with respect to the same, and together with all costs and expenses related
to collecting this Note and together with all costs and expenses of foreclosing
or protecting or sustaining the lien of any security which may be given to
secure the payment of this Note, and/or in any litigation or controversy arising
from or connected with this Note and/or any collateral securing this Note and/or
the Agreement hereinafter referred to and/or incurred in any action brought by
the holder of a prior lien in which the Payee is a party defendant, including
without limitation reasonable attorneys' fees. Said obligation to pay the
reasonable attorneys' fees of the Payee in connection with protecting, enforcing
or realizing of the rights and remedies above described shall exist whether or
not proceedings are instituted or court appearance is made on behalf of the
Payee.

         Set Off. Upon the occurrence of an Event of Default the Payee shall
have and may exercise a right of set-off for the payment of this Note and the
aforesaid costs and expenses against, and Maker hereby gives and grants to Payee
a security interest (perfected by Payee's possession thereof) in, all deposits,
monies, securities and property left with the Payee and/or any affiliate of the
Payee by the Maker or by any guarantor, endorser or otherwise to the credit of
or belonging to the Maker or any such party, and the Payee shall have full power
and authority at any time and without prior notice to sell, assign and deliver
any such property at public or private sale, and apply the proceeds in
satisfaction hereof.

         Commercial Credit Agreement. This Note is issued under and pursuant to
the terms of a Commercial Credit Agreement of even date (the "Agreement") by and
among the Maker, the Payee and ACSTAR Holdings, Inc., a Delaware corporation, as
Guarantor, which Agreement is in the possession of the Payee.

         Guarantee. Additionally, payment of this Note is guaranteed pursuant to
a Guaranty Agreement of even date executed and delivered by ACSTAR Holdings,
Inc.


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         Default. Upon the occurrence of any Event of Default, as such term is
defined in the Agreement or if any payment specified herein shall remain in
arrears and unpaid for a period of ten (10) days after the same shall become
due, at the option of Payee, (i) the interest rate accruing hereunder shall,
from such default, be increased by five (5) percentage points per annum above
the Prime Rate (the "Default Rate") and (ii) this Note shall become forthwith
due and payable without presentment, demand, protest or notice of any kind, all
of which being hereby expressly waived by the undersigned. Without in any way
limiting the generality of the foregoing the interest rate accruing hereunder
shall be the Default Rate (i) upon the option of Payee and (ii) only during the
period when Payee is not also collecting a late payment charge hereunder. Maker
and Payee hereby agree that any Event of Default or default in any payments of
principal or interest hereunder results in, inter alia, additional
administrative costs, regulatory costs, reserve requirements, and credit costs
to Payee. Maker and Payee further agree that such Default Rate approximates the
interest rate Payee might charge to borrowers with sub-standard credit. In the
event the Default Rate exceeds the maximum rate of interest allowed by law, the
Default Rate shall be reduced so as to equal the maximum rate of interest
allowed by law.

         Reimbursement for Costs. If the Payee shall deem applicable to this
Note (including, in each case, the borrowed and the unused portion thereof, if
any) any requirement of any law of the United States of America, any regulation,
order, interpretation, ruling, official directive or guideline (whether or not
having the force of law) of the Board of Governors of the Federal Reserve
System, the Comptroller of the Currency, the Federal Deposit Insurance
Corporation or any other board or governmental or administrative agency of the
United States of America which shall impose, increase, modify or make applicable
to this Note or cause this Note to be included in, any reserve, special deposit,
calculation used in the computation of regulatory capital standards, assessment
or other requirement which imposes on the Payee any cost that is attributable to
the maintenance thereof, then, and in each such event, the Maker shall promptly
pay the Payee, upon its demand, such amount as will compensate the Payee for any
such cost. In the event any such cost is a continuing cost, a fee payable to the
Payee may be imposed upon the Maker periodically for so long as any such cost is
deemed applicable by the Payee, in an amount determined by the Payee to be
necessary to compensate the Payee for any such cost, which determination may be
based upon the Payee's reasonable allocation of the aggregate of such costs
resulting from such events. The determination by the Payee of the existence and
amount of any such costs shall, in the absence of manifest error, be conclusive.

         Successors and Assigns. This Note shall bind the Maker's and the
Maker's successors and assigns and all endorsers hereto and shall inure to the
benefit of Payee and/or any subsequent holder of this Note and/or their
respective successors and assigns.

         Partial Invalidity. In the event that any one or more of the provisions
of this Note shall for any reason be held to be invalid, illegal or
unenforceable, in whole or in part, or in any respect, or in the event that any
one or more of the provisions of this Note shall operate, or would prospectively
operate, to invalidate this Note, then, and in such event, such provision or
provisions only shall be


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deemed to be null and void and of no force nor effect and shall not affect any
other provision of this Note, and the remaining provisions of this Note shall
remain in full force and effect, shall be valid, legal and enforceable, and
shall in no way be affected, prejudiced or disturbed thereby.

         Joint and Several. The obligations of the Maker and of each and every
endorser, guarantor, and surety shall be joint and several.

         Headings The headings used herein are for the purpose of reference only
and shall not affect any of the terms hereof.

         MAKER ACKNOWLEDGES THAT THIS NOTE EVIDENCES A COMMERCIAL TRANSACTION AS
THAT TERM IS DEFINED IN CONNECTICUT GENERAL STATUTES SECTION 52-278a(a) AND
PURSUANT TO CONNECTICUT GENERAL STATUTES SECTIONS 52-278b AND 52-278f, MAKER
DOES HEREBY WAIVE ITS RIGHTS TO NOTICE AND HEARING PRIOR TO THE ISSUANCE BY THE
PAYEE OF ANY PREJUDGMENT REMEDY, AND MAKER FURTHER WAIVES ANY RIGHTS AS MAY
EXIST UNDER FEDERAL LAW TO ANY NOTICE AND/OR HEARING PRIOR TO THE PAYEE'S
OBTAINING AND EXERCISING ANY PREJUDGMENT REMEDY.

         ADDITIONALLY, MAKER AND PAYEE HEREBY EACH WAIVES THE RIGHT TO TRIAL BY
JURY IN ANY ACTION, DEFENSE, COUNTERCLAIM, CROSSCLAIM AND/OR ANY FORM OF
PROCEEDING BROUGHT IN CONNECTION WITH THIS NOTE OR RELATING TO ANY INDEBTEDNESS
EVIDENCED HEREBY AND/OR ANY COLLATERAL NOW OR HEREAFTER SECURING THIS NOTE.

         THIS NOTE HAS BEEN MADE, EXECUTED AND DELIVERED IN THE STATE OF
CONNECTICUT AND SHALL BE CONSTRUED AND ENFORCED UNDER AND IN ACCORDANCE WITH THE
LAWS OF THE STATE OF CONNECTICUT.

         The Maker hereby expressly waives to the full extent and for the
maximum period permitted by applicable law, the right to plead any statute of
limitations or any similar bar as a defense to any demand, claim or cause of
action based upon or arising from such failure to pay any part of the principal
of this Note or any interest thereon, which waiver as to each such failure shall
be separate and distinct from any such waivers or to each other such failure.
The waivers of notice and hearing for prejudgment remedies made herein are made
by the Maker on behalf of the Maker and the Maker's successors and assigns and
shall apply to any and all actions against such successors and assigns.


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         The Maker hereby waives presentment, demand, protest, notice of protest
or other notice or notice of dishonor of any kind in any action to collect this
Note or relating to any collateral securing this Note.


                                           ACMAT CORPORATION

                                           By:
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                                                    Henry Nozko, Jr.
                                                    Its Executive Vice President
                                                    Duly Authorized



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