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                              AMENDED AND RESTATED
                                   TERM NOTE

$3,000,000                                                   New York, New York
                                                                  May 13, 1997


         This Amended and Restated Term Note is executed and delivered under
and pursuant to the terms of that certain Revolving Credit, Term Loan and
Security Agreement dated as of January 7, 1997 as amended by Amendment No. 1
and Joinder Agreement dated as of the date hereof (as same may be further
amended, supplemented or modified from time to time the "Loan Agreement") by
and among BATTERIES BATTERIES, INC., a corporation organized under the laws of
the State of Delaware ("BATS"), TAUBER ELECTRONICS, INC., a corporation
organized under the laws of the State of California ("TEI"), ADVANCED FOX
ANTENNA, INC., a corporation organized under the laws of the State of Delaware
("AFA"), SPECIFIC ENERGY CORPORATION, a corporation organized under the laws of
the State of Arizona ("SEC"), BATTERY NETWORK, INC., a corporation organized
under the laws of the State of Illinois ("BN"), W.S. BATTERY & SALES COMPANY,
INC., a corporation organized under the laws of the State of Illinois ("WSBS"),
BATTERY ACQUISITION CORP., a corporation organized under the laws of the State
of New York ("BAC") and CLIFFCO OF TAMPA BAY, INC. (formerly known as Cellular
Florida Acquisition, Inc.), a corporation organized under the laws of the State
of Florida ("CTB") (BATS, TEI, AFA, SEC, BN, WSBS, BAC and CTB, each a
"Borrower" and, jointly and severally, the "Borrowers"), IBJ SCHRODER BANK &
TRUST COMPANY ("IBJS"), each of the other financial institutions named in or
which hereafter become a party to the Loan Agreement (IBJS and such other
financial institutions, the "Lenders") and IBJS as agent for the Lenders (IBJS
in such capacity, the "Agent"). Capitalized terms not otherwise defined herein
shall have the meanings as provided in the Loan Agreement.

         FOR VALUE RECEIVED, Borrowers, jointly and severally, hereby promise
to pay to the order of Agent for the ratable benefit of Lenders at its offices
located at One State Street, New York, New York 10004 or at such other place as
Agent may from time to time designate to Borrowers in writing:

         (i) the principal sum of THREE MILLION AND 00/100 DOLLARS
($3,000,000.00) payable in accordance with the terms of the Loan Agreement,
subject to acceleration upon the occurrence of an Event of Default under the
Loan Agreement, earlier termination of the Loan Agreement or earlier prepayment
as required pursuant to the terms thereof; and

         (ii) interest on the principal amount of this Note from time to time
outstanding, payable at the Term Loan Rate in accordance with the provisions of
the Loan Agreement. Upon and after the declaration of an Event of Default, and
during the continuation thereof, interest shall be payable at the Default Rate.
In no event, however, shall interest hereunder exceed the maximum interest rate
permitted by law.

         This Note is the Term Note referred to in the Loan Agreement and is
secured, inter alia, by the Liens granted pursuant to the Loan Agreement and
the Other Documents, is

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entitled to the benefits of the Loan Agreement and the Other Documents and is
subject to all of the agreements, terms and conditions therein contained.

         This Note amends and restates in its entirety and is given in
substitution for (but not in satisfaction of), that certain Term Note dated
January 7 1997 made by BATS, TEI, AFA, SEC, BN, WSBS and BAC in favor of Agent
for the ratable benefit of Lenders in the original principal amount of
$3,000,000.

         This Note is subject to mandatory prepayment and may be voluntarily
prepaid, in whole or in part, on the terms and conditions set forth in the Loan
Agreement.

         If an Event of Default under Section 10.7 of the Loan Agreement shall
occur, then this Note shall immediately become due and payable, without notice,
together with reasonable attorneys' fees if the collection hereof is placed in
the hands of an attorney to obtain or enforce payment hereof. If any other
Event of Default shall occur under the Loan Agreement or any of the Other
Documents, which is not cured within any applicable grace period, then this
Note may, as provided in the Loan Agreement, be declared to be immediately due
and payable, without notice, together with reasonable attorneys' fees, if the
collection hereof is placed in the hands of an attorney to obtain or enforce
payment hereof.

         This Note is being delivered in the State of New York, and shall be
construed and enforced in accordance with the laws of such State.

         Borrowers expressly waive any presentment, demand, protest, notice of
protest, or notice of any kind except as expressly provided in the Loan
Agreement.

                                       BATTERIES BATTERIES, INC. TAUBER
                                       ELECTRONICS, INC. ADVANCED FOX ANTENNA,
                                       INC. SPECIFIC ENERGY CORPORATION BATTERY
                                       NETWORK, INC. W.S. BATTERY & SALES
                                       COMPANY, INC. BATTERY ACQUISITION CORP.
                                       CLIFFCO OF TAMPA BAY, INC. (formerly
                                       known as Cellular Florida Acquisition,
                                       Inc.)

                                       By:
                                          -----------------------------------
                                       Name:
                                            ---------------------------------
                                        of each of the foregoing corporations

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STATE OF NEW YORK   )
                    : ss.:
COUNTY OF NEW YORK  )


         On the ____ day of May, 1997, before me personally came
______________________, to me known, who being by me duly sworn, did depose and
say that he is the __________________ of each of Batteries Batteries, Inc.,
Tauber Electronics, Inc., Advanced Fox Antenna, Inc., Specific Energy
Corporation, Battery Network, Inc., W.S. Battery & Sales Company, Inc., Battery
Acquisition Corp. and Cliffco of Tampa Bay, Inc., the corporations described in
and which executed the foregoing instrument; and that he signed his name
thereto by order of the each of the respective boards of directors of said
corporations.


                                            -------------------------------
                                                Notary Public