<PAGE>

                                                                 EXHIBIT 10 (ff)

                            TERM LOAN PROMISSORY NOTE

August 4, 2003                                                          $498,000

         FOR VALUE RECEIVED, the undersigned (hereinafter referred to as
"Borrower") promises to pay to the order of SUNTRUST BANK (hereinafter, together
with any subsequent holder hereof, referred to as "Lender") at Lender's office
located in Atlanta, Georgia, or at such other place as the holder hereof may
designate, the principal sum of FOUR HUNDRED NINETY-EIGHT THOUSAND DOLLARS AND
NO/100 CENTS ($ 498,000.00), together with interest on so much of the principal
balance of this Term Loan Promissory Note (this "Note") as may be outstanding
and unpaid from time to time, calculated on the basis of a 360-day year and
actual days elapsed, at the rate or rates per annum indicated below.

         The unpaid principal balance of this Note shall bear interest at a rate
per annum equal to five and one-half percent (5.50%).

         The principal balance of this Note shall be payable in one hundred
twenty (120) consecutive monthly installments of Four Thousand One Hundred Fifty
and no/100 Dollars ($4,150.00) each, commencing on September 1, 2003 and
continuing to be due on the first day of each succeeding month thereafter
together with a final installment of principal in an amount equal to the entire
remaining unpaid principal balance of this Note which shall be due on August 1,
2013 (the "Maturity Date"). Accrued and unpaid interest on this Note shall be
due on the same date or dates as indicated above on which payments of principal
are due hereunder. All remaining unpaid principal and accrued interest shall be
due in full on the Maturity Date.

         Notwithstanding any provision of this Note to the contrary, and
regardless of whether or not an Event of Default under this Note shall have
occurred and be then continuing, the Lender shall have the right, which may be
exercised in its sole discretion, to require that the Borrower repay the entire
outstanding principal and accrued interest balance of this Note in full upon the
occurrence of the date on which all "Loans" under and as defined in that certain
Amended and Restated Credit Agreement, dated as of June 10, 2002, by and between
Borrower and Lender (as amended, restated, extended or replaced from time to
time, the "Credit Agreement"), either are prepaid or become due and payable,
whether at stated maturity, by acceleration or otherwise.

         In consideration of the Lender's acceptance of this Note and making the
loan evidenced hereby, Borrower shall pay to Lender a non-refundable origination
fee on the date hereof in the amount of $622.50, which fee shall be deemed fully
earned upon the Borrower's execution and delivery of this Note.

         During the existence of any Event of Default (as defined below) under
this Note, the unpaid principal and accrued interest balance of this Note shall
bear interest on each day until paid at the interest rate otherwise in effect
under this Note plus, in Lender's discretion, up to an additional two percentage
points (2.0%), but only to the extent that payment of such interest on such
principal or interest is enforceable under applicable law. All payments or
prepayments on this Note shall be applied, first, to interest accrued on this
Note through the date of such payment or prepayment and then to principal (and,
if principal is payable in installments, partial principal prepayments shall be
applied to such installments in the inverse order of their maturity).

<PAGE>

         Borrower hereby agrees and acknowledges that this Note and Borrower's
indebtedness hereunder are secured by (1) that certain Amended and Restated
Security Agreement, dated as of June 10, 2002, by and between the Borrower and
the Lender (as the same may be amended, modified, extended or replaced from time
to time, the "Security Agreement"), and (2) that certain Security Deed and
Agreement, dated March 30, 2001, and recorded in Deed Book Z22, beginning at
Page 21, in the Office of the Clerk of the Superior Court of Decatur County,
Georgia (as the same may be amended, modified, extended or replaced from time to
time, the "Security Deed").

         Borrower may prepay the principal balance of this Note in whole or in
part without premium or penalty.

         The occurrence of any one or more of the following events will
constitute a default by Borrower hereunder (hereinafter referred to as an "Event
of Default"): (i) Borrower fails to pay when due any amount payable under this
Note or otherwise fails to perform or breaches a covenant in this Note; (ii) any
"Event of Default" (as such term is defined in the Credit Agreement) shall have
occurred under the Credit Agreement; or (iii) the Lender shall at any time cease
to have an effective and enforceable first priority lien in the real property
covered by the Security Deed.

         Upon the occurrence of an Event of Default, Lender, at its option,
without demand or notice of any kind, may declare this Note immediately due and
payable, whereupon all outstanding principal and accrued interest shall become
immediately due and payable; provided, however, that (a) if this Note is payable
on demand or on the earlier of demand or an alternative maturity date, then the
occurrence of an Event of Default shall not be a condition precedent to Lender's
exercise of its unqualified right to demand immediate payment in full of this
Note at any time and (b) upon the occurrence of any Event of Default described
in clause (vii) or (viii) above, this Note, without demand, notice or
declaration by Lender of any kind, shall automatically and immediately become
due and payable.

         In case this Note is collected by or through an attorney-at-law, all
costs of such collection incurred by the Lender, including reasonable attorney's
fees actually incurred by Lender, shall be paid by Borrower.

         Upon the occurrence of an Event of Default hereunder, Lender, without
notice or demand of any kind, may hold and set off against any or all
outstanding principal or interest owing under this Note as Lender may elect, any
balance or amount to the credit of Borrower in any deposit, agency, reserve,
holdback or other account of any nature whatsoever maintained by or on behalf of
Borrower with Lender at any of its offices, regardless of whether such accounts
are general or special and regardless of whether such accounts are individual or
joint.

                                       -2-

<PAGE>

         In no event shall the amount or rate of interest due and payable under
this Note exceed the maximum amount or rate of interest allowed by applicable
law (including, without limitation, O.C.G.A. Section 7-4-18) and, in the event
any such excess payment is made by Borrower or received by Lender, such excess
sum shall be credited as a payment of principal (or if no principal shall
remain outstanding, shall be refunded to Borrower). It is the express intent
hereof that Borrower not pay and Lender not receive, directly or indirectly or
in any manner, interest in excess of that which may be lawfully paid under
applicable law. All interest (including all charges, fees or other amounts
deemed to be interest) which is paid or charged under this Note shall, to the
maximum extent permitted by applicable law, be amortized, allocated and spread
on a pro rata basis throughout the actual term of this Note and any extension
or renewal hereof.

         Time is of the essence of this Note. Demand, presentment, notice,
notice of demand, notice for payment, protest and notice of dishonor are hereby
waived by each and every maker, guarantor, surety and other person or entity
primarily or secondarily liable on this Note. Lender shall not be deemed to
waive any of its rights under this Note unless such waiver be in writing and
signed by Lender. No delay or omission by Lender in exercising any of its rights
under this Note shall operate as a waiver of such rights and a waiver in writing
on one occasion shall not be construed as a consent to or a waiver of any right
or remedy on any future occasion.

         This Note shall be governed by and construed and enforced in accordance
with the laws of the State of Georgia (without giving effect to its conflicts of
law rules). Whenever possible, each provision of this Note shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Note shall be prohibited by or invalid under applicable law,
such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Note.

         Words importing the singular number hereunder shall include the plural
number and vice versa, and any pronoun used herein shall be deemed to cover all
genders. Without limiting the generality of the foregoing, should more than one
person execute this Note as maker, the word "Borrower" as used herein shall
include all such persons collectively and each such person individually, and
each Borrower shall be jointly and severally liable hereunder. "Person" as used
herein means any individual, corporation, partnership, joint venture, limited
liability company, association, joint stock company, trust or other entity, or
any government or any agency or political subdivision thereof. The word "Lender"
as used herein shall include transferees, successors and assigns of Lender, and
all rights of Lender hereunder shall inure to the benefit of its transferees,
successors and assigns. All obligations of Borrower hereunder shall bind such
Person's heirs, legal representatives, successors and assigns.

         BORROWER AND LENDER HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT BORROWER OR LENDER MAY HAVE UNDER ANY APPLICABLE LAW
TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT OR LEGAL ACTION WHICH MAY BE
COMMENCED BY OR AGAINST BORROWER OR LENDER CONCERNING THE INTERPRETATION,
CONSTRUCTION, VALIDITY, ENFORCEMENT OR PERFORMANCE OF THIS NOTE OR ANY OTHER
AGREEMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH. IN THE EVENT ANY SUCH
SUIT OR LEGAL ACTION IS COMMENCED BY BORROWER OR LENDER, BORROWER AND LENDER
HEREBY EXPRESSLY AGREE, CONSENT AND SUBMIT TO THE PERSONAL JURISDICTION OF ANY
STATE OR FEDERAL COURT SITTING IN THE COUNTY IN WHICH LENDER'S ADDRESS SHOWN
ABOVE IS

                                       -3-

<PAGE>

LOCATED WITH RESPECT TO SUCH SUIT OR LEGAL ACTION, AND THE BORROWER AND LENDER
ALSO EXPRESSLY CONSENT AND SUBMIT TO AND AGREE THAT VENUE IN ANY SUCH SUIT OR
LEGAL ACTION IS PROPER IN SAID COURTS AND COUNTY AND THE BORROWER AND LENDER
HEREBY EXPRESSLY WAIVE ANY AND ALL PERSONAL RIGHTS UNDER APPLICABLE LAW OR IN
EQUITY TO OBJECT TO THE JURISDICTION AND VENUE IN SAID COURTS AND COUNTY. THE
JURISDICTION AND VENUE OF THE COURTS CONSENTED AND SUBMITTED TO AND AGREED UPON
IN THIS PARAGRAPH ARE NOT EXCLUSIVE BUT ARE CUMULATIVE AND IN ADDITION TO THE
JURISDICTION AND VENUE OF ANY OTHER COURT UNDER ANY APPLICABLE LAWS OR IN
EQUITY.

                  [Remainder of page intentionally left blank]

                                       -4-

<PAGE>

         SIGNED, SEALED AND DELIVERED by the undersigned Borrower as of the day
and year first above set forth.

(CORPORATE SEAL)                         LYNCH SYSTEMS, INC.

                                         By: /s/ [ILLEGIBLE]
                                             -----------------------------------
                                         Title: President

Attest:

/s/ [ILLEGIBLE]
--------------------------
Secretary

                                       -5-

<PAGE>

                             CERTIFICATE OF BORROWER

                  The undersigned officers of LYNCH SYSTEMS, INC. (the
"Corporation"), a South Dakota corporation, hereby certify and covenant in their
respective capacities on behalf of the Corporation as follows:

                  1.       The Corporation is a corporation duly organized,
validly existing and in good standing under the laws of the State of South
Dakota, with all requisite corporate power and authority to own, operate and
lease its properties and to carry on its business, and is duly qualified to do
business in every jurisdiction in which the property owned, leased or operated
by it or the nature of the business conducted by it makes such qualification
necessary.

                  2.       Attached hereto as Exhibit A is a true, correct and
complete copy of resolutions of the Directors of the Corporation which were duly
adopted on July 28, 2003 (the "Resolutions"). Attached hereto as Exhibit B and
Exhibit C are true, correct and complete copies of the Corporation's certificate
or articles of incorporation and the Corporation's by-laws respectively,
including all amendments thereof through the date hereof (collectively, the
"Corporate Documents"). A signed original of the Resolutions appears in the
minute book of the Corporation. The Resolutions were adopted in accordance with
law and in accordance with the certificate or articles of incorporation and the
by-laws of the Corporation. The Resolutions and the Corporate Documents are in
full force and effect as of this date and have not been amended, altered or
repealed as of the date hereof except as expressly disclosed on the attached
exhibits.

                  3.       The Corporation has duly authorized, executed and
delivered, and approved by all necessary corporate action, the following
documents (hereinafter collectively referred to as the "Financing Documents")
pursuant to, and in full compliance with, authority granted by the Directors of
the Corporation in the Resolutions:

<TABLE>
<CAPTION>
Document                                                              Date
--------                                                              ----
<S>                                                                <C>
$498,000 Term Loan Promissory Note from Borrower to Lender         August 4, 2003

Second Amendment to Security Deed and Agreement                    August 4, 2003
</TABLE>

                  4.       The Corporation hereby acknowledges receipt of an
executed counterpart or photocopy (as executed) of each of the Financing
Documents.

<PAGE>

                  5.       The persons named below are on the date hereof the
duly elected and qualified incumbents of the offices of the Corporation set
forth below next to their respective names, and the signatures appearing at the
right of their respective names below are the genuine signatures of such
officers:

<TABLE>
<CAPTION>
     NAME                                  TITLE                                SIGNATURES
     ----                                  -----                                ----------
<S>                                      <C>                         <C>
Arnold Bowling                           President                    /s/ Arnold Bowling
                                                                     --------------------------------

Janet Grimsley                           Secretary                   /s/ Janet Grimsley
                                                                     --------------------------------
</TABLE>

                  6.       Each of the representations and warranties of the
Corporation contained in the Financing Documents is accurate and complete in all
respects as of the date of this certificate, and no Default or Event of Default
(as such terms are defined in any of the Financing Documents) has occurred and
is continuing as of this date.

                  7.       The seal affixed to this certificate and the
Financing Documents is the legally adopted, proper and only official corporate
seal of the Corporation.

                  8.       The Corporation's chief executive office and
principal place of business are located in Decatur County, Georgia, and its
principal executive office (within the meaning of Section 6323(f) of the
Internal Revenue Code of 1954, as amended) is located in Decatur County,
Georgia. The Corporation is incorporated in the State of South Dakota.

                  9.       The federal taxpayer identification number of the
Corporation is 46-0334545.

                  IN WITNESS WHEREOF, the undersigned have hereunto set their
signatures and the seal of the Corporation as of the 4TH day of August, 2003.

(CORPORATE SEAL)

                                 /s/ Arnold Bowling
                                ------------------------------------------------
                                Arnold Bowling, President of Lynch Systems, Inc.

/s/ Janet Grimsley
----------------------------------
Janet Grimsley, Secretary of Lynch
Systems, Inc.

                                       -2-

<PAGE>

                                OWNER'S AFFIDAVIT

         Before the undersigned attesting officer, duly authorized by law to
administer oaths in the State of Georgia, personally appeared
ARNOLD BOWLING (hereinafter referred to as "Affiant"), who, being first
duly sworn according to law, deposes and says:

1.       That Affiant has personal knowledge of the facts set forth herein.

2.       That Affiant has the power and authority, without the consent of any
other party, to execute and deliver this affidavit.

3.       That Affiant is a representative of Lynch Systems, Inc., a South Dakota
corporation ("Borrower"), which owns fee simple title to that certain real
property situated in Decatur County, Georgia, more particularly described in
EXHIBIT A attached hereto and made a part hereof by this reference (said real
property, together with all improvements and fixtures thereon, hereinafter
referred to as the "Property").

4.       That the organizational documents for Borrower are attached hereto as
EXHIBIT C and made a part hereof by this reference and such organizational
documents attached hereto as EXHIBIT C are true, correct and complete, including
all amendments and modifications of such organizational documents.

5.       That since acquiring the Property, Borrower has been, and is now, in
open and peaceable possession of the Property, that the Affiant knows of no
adverse claims to Borrower's claim of title to the Property (including, without
limitation, easement and occupancy rights which do not appear in the public real
estate records) other than as referred to on EXHIBIT B attached hereto and made
a part hereof by this reference.

6.       If any improvements or repairs have been made to the Property, or
services of architects, surveyors or engineers performed on or with respect to
the Property, by or on behalf of Borrower, within ninety five (95) days prior to
this date, the agreed price or the reasonable value of all labor, services and
materials has been paid in full to all persons or parties who have provided such
labor, services or materials

7.       That there is no pending litigation or to the knowledge of Borrower any
existing dispute regarding the lines and corners of the Property.

8.       That, to the knowledge of Affiant, there are no pending suits,
judgments, bankruptcies, executions, liens (other than ad valorem property taxes
for the Property not yet due and payable), assessments, restrictions,
encroachments, special assessments, special taxing districts, or other
encumbrances that do, or could, affect the title to the Property, or constitute
a lien thereon, except for the matters set forth in EXHIBIT B attached hereto
and made a part hereof.

<PAGE>

9.       That all charges for water, sewer and other utility services furnished
to the Property which are currently due and payable have been paid in full or
are being paid from the proceeds of the sale of the Property.

10.      That this Affidavit is made with full understanding of the laws
concerning the making of affidavits in the State of Georgia and full faith and
credit may be given hereto.

11.      That, except for those parties listed on EXHIBIT D attached hereto and
made a part hereof by this reference no brokers have been engaged by Borrower,
with regard to the management, sale, purchase, lease, option or other conveyance
of any interest in the Property, and that no notices of lien for any such
services has been received by Borrower, and no commission, fee, payment or other
compensation except as set forth on the attached EXHIBIT D is owed to any broker
(as such term is defined in O.C.G.A. ss.43-40-10) for any services rendered up
to and including the date hereof in connection with the Property.

12.      That this Affidavit is made for the purpose of inducing SunTrust Bank,
a Georgia banking corporation ("Lender"), to make the loan to Borrower evidenced
by that certain promissory note in the original principal amount of $498,000.00
dated as of the date hereof, made and delivered by Borrower in favor of Lender
(the "Loan"), and Chicago Title Insurance Company to issue a mortgagee policy of
title insurance with respect to the Loan.

Sworn to and subscribed before me this [ILLEGIBLE] day of August, 2003.

 [ILLEGIBLE]                               [ILLEGIBLE](SEAL)
----------------------------------        --------------------------------------
             [STAMP]
                   [NOTARIAL SEAL]