<PAGE>
                                       
                               PROMISSORY NOTE

$605,000.00                     Dallas, Texas                   August 1, 1997

    IWL COMMUNICATIONS, INC., a Texas corporation with its principal office 
located at 12000 Aerospace Avenue, Suite 200, Houston, Texas 77034 
("BORROWER"), for value received, hereby promises to pay to the order of BANK 
ONE, TEXAS, N.A., a national banking association ("LENDER"), at its Dallas 
Banking Center at 1717 Main Street, 3rd Floor, Dallas, Texas 75201, or at 
such other address given to Borrower by Lender, in immediately available 
funds and in lawful money of the United States of America, the principal sum 
of SIX HUNDRED FIVE THOUSAND and No/100 Dollars ($605,000.00), or such lesser 
sum as may be advanced and outstanding hereunder, on December 1, 1999, (the 
"MATURITY DATE"), or sooner as provided in the Credit Agreement, together 
with interest on the unpaid principal balance of this Note from time to time 
outstanding at the Applicable Rate. Unless prohibited by applicable law and 
subject to the terms hereof limiting interest to the Maximum Lawful Rate, 
interest on this Note shall be calculated on the basis of actual days 
elapsed, but as if each year consisted of 360 days.

    This Note is made pursuant to the Credit Agreement of even date herewith 
between Borrower and Lender (as the same may be amended, supplemented, 
renewed, extended or restated from time to time, the "CREDIT AGREEMENT"), and 
is one of the "AGF Notes" defined and described therein, the terms and 
provisions of the Credit Agreement related to this Note being incorporated 
herein by reference for all purposes.  Each capitalized term used but not 
expressly defined herein shall have the meaning given to such term in the 
Credit Agreement.  Reference is hereby expressly made to the Credit Agreement 
for a statement of the rights and obligations of Lender and the duties and 
obligations of Borrower in relation thereto; but neither this reference to 
the Credit Agreement nor any provision thereof shall affect or impair the 
absolute and unconditional obligation of Borrower to pay unpaid principal of 
and interest on this Note when due.

    This Note is secured by the Collateral Assignment, the guaranty of 
Guarantor and all the other Loan Documents, and all 

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liens and security interests created or evidenced thereby.  Any holder shall 
be entitled to all benefits, remedies and security set forth in the Credit 
Agreement and all the other Loan Documents.  








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    1.   INTEREST AND PAYMENT.

         (a)  MATURITY.  The principal of this Note and all accrued but 
unpaid interest hereon shall be due and payable in full on the Maturity Date 
or sooner as provided in the Credit Agreement.

         (b)  ACCRUAL OF INTEREST.  Subject to Paragraph 1(e) below, interest 
on this Note shall accrue pursuant to the terms provided in the Credit 
Agreement, at Borrower's election, at a rate per annum equal to either the 
Applicable Base Rate or the Adjusted LIBOR Rate with the Base Rate Adjustment 
being 0%, and the LIBOR Margin being 2.40%.

         (c)  AGREEMENTS CONCERNING PRICING ELECTION.  Reference should be 
made to the provisions of SECTION 2.3 of the Credit Agreement concerning the 
terms, manner and agreements related to the interest rate elections available 
to Borrower under this Note.

         (d)  PRINCIPAL AND INTEREST PAYMENTS.  Principal and Interest 
payments hereon shall be due and payable in equal monthly installments of 
$25,707, on the 1st day of each month, commencing on October 1, 1997.

         (e)  DEFAULT RATE.  Any past due principal on, and, to the extent 
permitted by applicable law, past due interest on this Note (after giving 
effect to all grace periods) shall, at the option of Lender, bear interest at 
the lesser of the Maximum Lawful Rate or the Default Rate, as provided in the 
Credit Agreement.  

    2.   DEFAULT.  The occurrence of a Default or an Event of Default, under 
and as defined in the Credit Agreement, shall constitute, respectively, a 
Default or an Event of Default under this Note.

    3.   REMEDIES.

         (a)  ALL REMEDIES AVAILABLE.  Upon the occurrence of an Event of 
Default, the holder hereof, in accordance with the terms of the Credit 
Agreement, shall have the right to declare the entire unpaid principal 
balance of, and all accrued unpaid interest on, 

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this Note at once due and payable (and upon such declaration, the same shall 
be at once due and payable), to foreclose any and all liens and security 
interests securing payment hereof, to offset against this Note any sum or 
sums owed by it to Borrower, and to exercise any of its other rights, powers 
and remedies under this Note, under the Credit Agreement or any other Loan 
Document, or at law or in equity.

         (b)  NO WAIVER.  Neither the failure by the holder hereof to 
exercise, nor delay by the holder hereof in exercising, the right to 
accelerate the maturity of this Note or any other right, power or remedy upon 
any Default or Event of Default shall be construed as a waiver of such 
Default or Event of Default or as a waiver of the right to exercise any such 
right, power or remedy at any time.  No single or partial exercise by the 
holder hereof of any right, power or remedy shall exhaust the same or shall 
preclude any other or further exercise thereof, and every such right, power 
or remedy may be exercised at any time and from time to time.  All rights and 
remedies provided for in this Note and in any other Loan Document are 
cumulative of each other and of any and all other rights and remedies 
existing at law or in equity, and the holder hereof shall, in addition to the 
rights and remedies provided herein or in any other Loan Document, be 
entitled to avail itself of all such other rights and remedies as may now or 
hereafter exist at law or in equity for the collection of the indebtedness 
owing hereunder, and the resort to any right or remedy provided for hereunder 
or under any such other Loan Document or provided for by law or in equity 
shall not prevent the concurrent or subsequent employment of any other 
appropriate rights or remedies.  Without limiting the generality of the 
foregoing provisions, the acceptance by the holder hereof from time to time 
of any payment under this Note which is past due or which is less than the 
payment in full of all amounts due and payable at the time of such payment, 
shall not (i) constitute a waiver of or impair or extinguish the rights of 
the holder hereof to accelerate the maturity of this Note or to exercise any 
other right, power or remedy at the time or at any subsequent time, or 
nullify any prior exercise of any such right, power or remedy, or (ii) 
constitute a waiver of the requirement of punctual payment and performance, 
or a novation in any respect.

    4.   USURY SAVINGS PROVISIONS.

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         (a)  GENERAL LIMITATION.  Notwithstanding anything herein or in any 
other Loan Documents, expressed or implied, to the contrary, in no event 
shall any interest rate charged hereunder or under any of the other Loan 
Documents, or any interest contracted for, collected or received by Lender or 
any holder hereof, exceed the Maximum Lawful Rate.

         (b)  INTENT OF PARTIES.  It is expressly stipulated and agreed to be 
the intent of Borrower and Lender at all times to comply with the applicable 
law governing the maximum rate or amount of interest payable on or in 
connection with this Note.  If the applicable law is ever judicially 
interpreted so as to render usurious any amount called for under this Note or 
under any of the other Loan Documents, or contracted for, charged, taken, 
reserved or received with respect to this Note, or if acceleration of the 
maturity of this Note, any prepayment by Borrower, or any other circumstance 
whatsoever, results in Lender having been paid any interest in excess of that 
permitted by applicable law, then it is the express intent of Borrower and 
Lender that all excess amounts theretofore collected by Lender be credited on 
the principal balance of this Note (or, if this Note has been or would 
thereby be paid in full, refunded to Borrower), and the provisions of this 
Note and the other applicable Loan Documents immediately be deemed reformed 
and the amounts thereafter collectible hereunder and thereunder reduced, 
without the necessity of the execution of any new document, so as to comply 
with the applicable law, but so as to permit the recovery of the fullest 
amount otherwise called for hereunder and thereunder. The right to accelerate 
the maturity of this Note does not include the right to accelerate any 
interest which has not otherwise accrued on the date of such acceleration, 
and Lender does not intend to collect any unearned interest in the event of 
acceleration.  All sums paid or agreed to be paid to Lender for the use, 
forbearance or detention of the indebtedness evidenced hereby or by any other 
Loan Document shall, to the extent permitted by applicable law, be amortized, 
prorated, allocated and spread throughout the full term of such indebtedness 
until payment in full so that the rate or amount of interest on account of 
such indebtedness does not exceed the Maximum Lawful Rate.  The term 
"APPLICABLE LAW" as used herein shall mean the laws of the State of Texas, or 
any applicable United States federal law to the extent that it permits Lender 
to contract for, charge, take, reserve or 

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receive a greater amount of interest than under Texas law.  The provisions of 
this paragraph shall control all agreements between Borrower and Lender.

    5.   GENERAL PROVISIONS.

         (a)  BUSINESS DAYS.  Whenever any payment shall be due under this 
Note on a day which is not a Business Day, the date on which such payment is 
due shall be extended to the next succeeding Business Day, and such extension 
of time shall be included in the computation of the amount of interest then 
payable.

         (b)  MANNER OF PAYMENT.  The manner in which payments are to be made 
on this Note shall be governed by the provisions hereof and the Credit 
Agreement, including, without limitation, ARTICLE III  of the Credit 
Agreement.

         (c)  PREPAYMENTS.  Prepayments may be made on this Note subject to 
and in accordance with SECTION 3.5 of the Credit Agreement.

         (d)  APPLICATION OF PAYMENTS.  All payments made on this Note shall 
be applied in accordance with SECTION 3.1 of the Credit Agreement.  Nothing 
herein shall limit or impair any rights of any holder hereof to apply as 
provided in the Loan Documents any past due payments, any proceeds from the 
disposition of any collateral by foreclosure or other collections after 
default.  

         (e)  COSTS OF COLLECTION.  If any holder of this Note retains an 
attorney in connection with any default or at maturity or to collect, enforce 
or defend this Note or any other Loan Document in any lawsuit or in any 
probate, reorganization, bankruptcy or other proceeding, or if Borrower sues 
any holder of this Note in connection with this Note or any other Loan 
Document and does not prevail, then Borrower agrees to pay to each such 
holder, in addition to principal and interest, all costs and expenses 
incurred by such holder in trying to collect this Note or in any such suit or 
proceeding, including reasonable attorneys' fees as and to the extent 
provided in the Credit Agreement.

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         (f)  WAIVERS AND ACKNOWLEDGMENTS.  Borrower and all sureties, 
endorsers, guarantors and any other party now or hereafter liable for the 
payment of this Note in whole or in part, hereby severally (i) waive demand, 
presentment for payment, notice of dishonor and of nonpayment, protest, 
notice of protest, notice of intent to accelerate, notice of acceleration and 
all other notice (except only for any notice that is specifically required by 
the terms of the Credit Agreement or any other Loan Document), filing of suit 
and diligence in collecting this Note or enforcing any of the security 
herefor; (ii) agree to any substitution, subordination, exchange or release 
of any such security or the release of any party primarily or secondarily 
liable hereon; (iii) agree that the holder hereof shall not be required first 
to institute suit or exhaust its remedies against Borrower or others liable 
or to become liable hereon or to enforce its rights against them or any 
security herefor; (iv) consent to any extension or postponement of time of 
payment of this Note for any period or periods of time and to any partial 
payments, before or after maturity, and to any other indulgences with respect 
hereto, without notice thereof to any of them; and (v) submit (and waive all 
rights to object) to personal jurisdiction in the State of Texas, and venue 
in Dallas County, Texas, for the enforcement of any and all obligations under 
the Loan Documents.

         (g)  AMENDMENTS IN WRITING.  This Note may not be changed, amended 
or modified except in a writing expressly intended for such purpose and 
executed by the party against whom enforcement of the change, amendment or 
modification is sought.

         (h)  PURPOSE OF PROCEEDS.  The proceeds of this Note will be used 
solely for business purposes and not for personal, family, household or 
agricultural purposes.

         (i)  NOTICES.  Any notice required or which any party desires to 
give under this Note shall be given and effective as provided in SECTION 9.1 
of the Credit Agreement.

         (j)  ASSIGNMENTS/PARTICIPATIONS.  Borrower acknowledges and agrees 
that the holder of this Note may, at any time and from time to time, assign 
all or a portion of its interest in the Advised Guidance Facility or transfer 
to any Person a participation 

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interest in the Advised Guidance Facility, subject to and in accordance with 
the terms and conditions of the Credit Agreement, including SECTION 9.11 
thereof.

         (k)  SUCCESSORS AND ASSIGNS.  All of the covenants, stipulations, 
promises and agreements contained in this Note by or on behalf of Borrower 
shall bind their successors and assigns and shall be for the benefit of 
Lender and any holder hereof, and their successors and assigns, as and to the 
extent provided in the Credit Agreement.

         (l)  GOVERNING LAW.  THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH 
AND GOVERNED BY TEXAS LAW, EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER 
JURISDICTION GOVERN THE CREATION, PERFECTION OR ENFORCEMENT OF INTERESTS, OR 
THE REMEDIES RELATED TO ANY PART OF THE COLLATERAL, OR TO THE EXTENT THAT 
UNITED STATES FEDERAL LAW APPLIES.

         (m)  TIME OF THE ESSENCE.  Time shall be of the essence in this Note 
with respect to all of Borrower's obligations hereunder.

         (n)  INTEGRATION.  THIS NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT 
THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY 
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE 
PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

    Executed as of the date first written above.

                             BORROWER:

                             IWL COMMUNICATIONS, INC., a Texas  corporation


                             By:           /s/ Richard H. Roberson
                                 --------------------------------------------
                             Name:           Richard H. Roberson
                                   ------------------------------------------
                             Title:                  CFO
                                    -----------------------------------------


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