TERM NOTE

$4,000,000                                                      October 13, 1998


                  WESTELL   TECHNOLOGIES,    INC.,   WESTELL,    INC.,   WESTELL
INTERNATIONAL,   INC.,  AND   CONFERENCE   PLUS,   INCORPORATED   (collectively,
"Borrowers"),  hereby  jointly  and  severally  promise  to pay to the  order of
LaSalle  National Bank (the "Bank") the principal sum of Four Million and No/100
Dollars  ($4,000,000),  in twelve (12)  consecutive  quarterly  installments  of
principal,  each in the  amount of Three  Hundred  Thirty-Three  Thousand  Three
Hundred  Thirty-Three  and  33/100  Dollars  ($333,333.33),  payable  commencing
November 30, 1998 and continuing on the last day of each February,  May, August,
and  November  thereafter,  with a final  payment on August 30,  2001  (each,  a
"Quarterly Payment Date").

                  Any and all principal  amounts remaining unpaid hereunder from
time to time shall bear interest from the date hereof until paid, payable on the
last  day of each  Interest  Period  (as  such  term  is  defined  in the  "Loan
Agreement" (as  hereinafter  defined)) until payment in full, at the rate(s) set
forth in Section 2.6 of the Loan Agreement.

                  Borrowers may prepay in whole or in part, at any time and from
time to time, the principal,  accrued  interest and other amounts due under this
Note without premium or penalty, except as set forth in the Loan Agreement.

                  Any amount of interest or  principal  hereof which is not paid
when due,  whether on a  Quarterly  Payment  Date,  the last day of an  Interest
Period,  at stated maturity,  by acceleration or otherwise,  shall bear interest
payable  on demand at the  "Default  Rate" (as such term is  defined in the Loan
Agreement).

                  All payments of  principal  and interest on this Note shall be
payable in lawful money of the United  States of America.  In no event shall the
interest  payable  exceed the  highest  rate  permitted  by law.  Principal  and
interest shall be paid to Bank at 135 South LaSalle  Street,  Chicago,  Illinois
60603,  or at such  other  place as the  holder  of this Note may  designate  in
writing to Borrowers. All payments hereunder shall be applied as provided in the
Loan Agreement.  In determining Borrowers' liability to the Bank hereunder,  the
books and records of the Bank shall be controlling absent arithmetic or manifest
error.

                  This Note evidences certain  indebtedness  incurred under that
certain Loan and Security  Agreement dated as of the date hereof among Borrowers
and Bank (as heretofore or hereafter  amended,  the "Loan  Agreement),  to which
reference is hereby made for a statement of the terms and conditions under which
the due  date of this  Note or any  payment  thereon  may be  accelerated  or is
automatically  accelerated,  or  under  which  this  Note may be  prepaid  or is
required  to be  prepaid.  All  capitalized  terms  used  herein  shall,  unless
otherwise defined herein, have the meanings set forth in the Loan Agreement. The
holder of this Note is  entitled  to all of the  benefits  provided in said Loan
Agreement and the Loan Documents referred to herein.  Borrowers agree to pay all
costs of  collection  and all  reasonable  attorneys'  fees paid or  incurred in
enforcing any of the Bank's rights hereunder  promptly on demand of the Bank and
as more fully set forth in the Loan Agreement.

                  Except  as set  forth in the Loan  Agreement,  the  Borrowers,
endorsers and all other parties to this Note waive presentment,  demand, notice,
protest  and all other  demands  and notices in  connection  with the  delivery,
acceptance,  performance,  default  or  enforcement  of this  Note  and the Loan
Agreement.  In any action on this Note,  the Bank or its assignee  need not file
the original of this Note, but need only file a photocopy of this Note certified
by the Bank or such assignee to be a true and correct copy of this Note.

                  This is the Term Note referred to in the Loan Agreement.  This
Note is secured by, among other things,  a security  interest in the  Collateral
granted to the Bank pursuant to Section 4 of the Loan Agreement.

                  No delay on the part of the Bank in exercising any right under
this Note, any security agreement,  guaranty or other undertaking affecting this
Note,  shall  operate  as a waiver of such right or any other  right  under this
Note,  nor shall any  omission in  exercising  any right on the part of the Bank
under this Note operate as a waiver of any other rights.

                  Upon the  occurrence  of an Event of  Default  under  the Loan
Agreement,  the outstanding  indebtedness  evidenced by this Note, together with
all accrued  interest,  shall be due and payable in accordance with the terms of
the Loan  Agreement,  without  notice to or demand upon the Borrowers  except as
otherwise set forth in the Loan Agreement,  and the Bank may exercise all of its
rights and remedies reserved to it under the Loan Agreement or applicable law.

                  If any  provision of this Note or the  application  thereof to
any party of  circumstance  is held invalid or  unenforceable,  the remainder of
this  Note  and  the   application   of  such  provision  to  other  parties  or
circumstances will not be affected thereby and the provisions of this Note shall
be severable in any such instance.

                  BORROWERS   HEREBY  WAIVE  ANY  RIGHT  BORROWERS  MAY  NOW  OR
HEREAFTER HAVE TO SUBMIT ANY CLAIM,  ISSUE OR DEFENSE ARISING HEREUNDER OR UNDER
THE OTHER DOCUMENTS RELATING TO THIS NOTE TO A TRIAL BY JURY.

                  This Note shall be deemed to have been made under and shall be
governed in accordance  with the internal laws and not the conflict of law rules
of the State of Illinois.


WESTELL TECHNOLOGIES, INC.


By:
Title:



                                  WESTELL, INC.

                                  By:_______________________________________
                                  Title:_____________________________________


                                  WESTELL INTERNATIONAL, INC.

                                  By:______________________________________
                                  Title:_____________________________________


                                  CONFERENCE PLUS,  INCORPORATED

                                  By:______________________________________
                                  Title:_____________________________________