EXHIBIT 10.12
                       TERM LOAN NOTE
                   Gaithersburg, Maryland
$________            _______ ___, 19__
          
          
       FOR VALUE RECEIVED, ____________ (hereinafter called
the "Maker"), promises to pay to the order of ACE*COMM
Corporation (hereinafter, together with all subsequent
holders of this Note, called the "Payee") the principal sum
of __________ _________________ Dollars ($__________),
together with interest on the unpaid principal balance
hereof from time to time outstanding, at a fixed rate of
interest equal to 5.9% per annum, said principal and
interest being due and payable in full _______ ___, 19__, if
not earlier paid.

       Any payment required to be made hereunder (including
any payment of interest and/or principal) which is not made
on the date that the same becomes due and payable shall
continue as an obligation of the Maker until it is fully
paid.  The Maker shall also pay, promptly upon demand, all
costs of collection, including reasonable attorneys' fees if
this Note is referred to an attorney for collection after
default, whether or not any action shall be instituted to
enforce or collect this Note.  Time is of the essence hereof
for all purposes.

       All payments on this Note shall be applied first to
the payment of accrued but unpaid interest, and any
remainder shall be applied to reduction of the principal
balance hereof.  The rate of interest hereon shall be
calculated on the basis of a 360-day year factor applied to
actual days elapsed  All payments hereunder shall be payable
in lawful money of the United States of America and shall be
made to the Payee in immediately available funds at the
office of its corporate headquarters, or at such other
address as the Payee may from time to time designate in
writing to the Maker.

       The Maker shall have the right and privilege to
prepay this Note, in whole or in part without any penalty
for prepayment.

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       The Maker and any endorsers or guarantors hereof
severally waive presentment and demand for payment, notice
of intent to accelerate maturity, notice of acceleration of
maturity, protest or notice of protest and nonpayment,
bringing of suit and diligence in taking any action to
collect any sums owing hereunder or in proceeding against
any of the rights and properties securing payment hereof.
From time to time, without affecting the obligation of the
Maker to pay the outstanding principal balance of this Note
and to observe the covenants of the Maker contained herein,
without affecting the duties and obligations of any endorser
hereto, without affecting the duties and obligations of any
guarantor hereof, without giving notice to or obtaining the
consent of the Maker or any endorser hereto or guarantor
hereof, and without liability on the part of the Payee, the
Payee may, at the option of the Payee, extend the time for
payment of interest hereon and/or principal hereof, reduce
the payments hereunder, release anyone liable on this Note,
accept a renewal of this Note, modify the terms and time of
payment of this Note, join in any extension or subordination
or exercise any option or election hereunder, modify the
rate of interest or period of principal repayment or
principal due date of this Note or exercise any option or
election hereunder.  No one or more of such actions shall
constitute a novation.

       The acceptance by the Payee of any payment hereunder
that is less than payment in full of all amounts due and
payable at the time of such payment shall not constitute a
waiver of the right to exercise any of the foregoing options
at that time or at any subsequent time, or nullify any prior
exercise of any such option without the express written
consent of the Payee.

       This note shall be governed by and construed
according to the laws of the State of Maryland, without
regard to principles of conflict of laws.

       Any attorney at law may appear in any court of record
in the State of Maryland or in the United States, after
demand on this Note, and waive the issuing of service of
process and confess a judgment against the Maker in favor of
the Payee for the amount then appearing due hereunder,
together with interest, costs of suit and attorneys' fees in
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the amount of 15% of the amount due hereunder, and thereupon
release all errors and waive all right of appeal.

       Executed under seal in the County of Montgomery,
Maryland, and intending this Note to be a sealed instrument,
as of the date and year first above written.


ATTEST or WITNESS:


________________________        _________________________



By:______________________(SEAL)
                                      Name:
                                      Title: