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EXHIBIT 10.48
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                                 PROMISSORY NOTE


Borrower:  Transcrypt International, Inc.    Lender:  U.S. Bank National
           4800 NW 1st Street                Association
           Lincoln, NE 68521-9918            Lincoln Main
                                             233 South 13th Street
                                             Lincoln, NE 68508

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Principal Amount: $10,000,000.00  Initial Rate: 6.320%          Date of Note:
                                                                August 31, 1999

PROMISE TO PAY. Transcrypt International, Inc. ("Borrower") promises to pay to
U.S. Bank National Association ("Lender"), or order, In lawful money of the
United States of America, the principal amount of Ten Million & 00/100 Dollars
($10,000,000.00) or so much as may be outstanding, together with Interest on the
unpaid outstanding principal balance of each advance. INTEREST SHALL BE
CALCULATED FROM THE DATE OF EACH ADVANCE until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued unpaid Interest on June 1, 2000. In addition, Borrower will pay
regular monthly payments of accrued unpaid Interest beginning September 30,
1999, and all subsequent Interest payments are due on the last day of each month
after that. The annual Interest rate for this Note is computed on a 365/360
basis; that Is, by applying the ratio of the annual Interest rate over a year of
360 days, multiplied by the outstanding principal balance, multiplied by the
actual number of days the principal balance is outstanding. Borrower will pay
Lender at Lender's address shown above or at such other place as Lender may
designate in writing. Unless otherwise agreed or required by applicable law,
payments will be applied FIRST to accrued unpaid Interest, then to principal,
and any remaining amount to any unpaid collection costs and late charges.

VARIABLE INTEREST RATE. The Interest rate on this Note Is subject to change from
time to time based on changes In an Independent Index, which is the Interest
Rate on certain Time Certificates of Deposit Issued by Lender (the "Index"). The
Index is not necessarily the lowest rate charged by Lender on its loans. If the
Index becomes unavailable during the term of this loan, Lender may designate a
substitute Index after notice to Borrower. Lender will tell Borrower the current
Index rate upon Borrower's request. Borrower understands that Lender may make
loans based on other rates as well. The Interest rate change will not occur more
often than each 30 days. The Index currently is 5.070% per annum. The Interest
rate to be applied to the unpaid principal balance of this Note will be at a
rate of 1.250 percentage points over the Index, resulting In an Initial rate of
6.320% per annum. NOTICE: Under no circumstances will the interest rate on this
Note be more than the maximum rate allowed by applicable law.

PREFPAYMENT. Borrower may pay without penalty all or a portion of the amount
owed earlier than it is due. Early payments will not, unless agreed to by Lender
in writing, relieve Borrower of Borrower's obligation to continue to make
payments of accrued unpaid Interest. Rather, they will reduce the principal
balance due.

DEFAULT. Borrower will be In default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained In this Note or
any agreement related to this Note, or In any other agreement or loan Borrower
has with Lender. (c) Any representation or statement made or furnished to Lender
by Borrower or on Borrower's behalf is false or misleading in any material
respect either now or at the time made or furnished. (d) Borrower becomes
Insolvent, a receiver Is appointed for any part of Borrower's property, Borrower
makes an assignment for the benefit of creditors, or any proceeding Is commenced
either by Borrower or against Borrower under any bankruptcy or Insolvency laws.
(e) Any creditor tries to take any of Borrower's property on or in which Lender
has a lien or security Interest. This includes a garnishment of any of

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Borrower's accounts with Lender. (f) Any guarantor dies or anyf of the other
events described in this default section occurs with respect to any guarantor of
this Note. (g) A material adverse change occurs in Borrower's financial
condition, or Lender believes the prospect of payment or performance of the
Indebtedness Is Impaired. (h) Lender in good faith deems Itself Insecure.

If any default, other than a default In payment; is curable and if Borrower has
not been given a notice of a breach of the same provision of this Note within
the preceding twelve (12) months, it may be cured (and no event of default will
have occurred) if Borrower, after receiving written notice from Lender demanding
cure of such default: (a) cures the default within fifteen (15) days; or (b) if
the cure requires more than fifteen (15) days, immediately initiates steps which
Lender deems in Lenders sole discretion to be sufficient to cure the default and
thereafter continues and completes all reasonable and necessary steps sufficient
to produce compliance as soon as reasonably practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid Interest immediately due, without
notice, and then Borrower will pay that amount. Upon default, Including failure
to pay upon final maturity, Lender, at its option, may also, if permitted under
applicable law, Increase the variable Interest rate on this Note to 4.250
percentage points over the Index. The interest rate will not exceed the maximum
rate permitted by applicable law. Lender may hire or pay someone else to help
collect this Note if Borrower does not pay. Borrower also will pay Lender that
amount. This includes, subject to any limits under applicable law, Lender's
attorneys' fees and Lender's legal expenses whether or not there is a lawsuit,
including attorneys' fees and legal expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction),
appeals and any anticipated post-judgment collection services. If not prohibited
by applicable law, Borrower also will pay any court costs. In addition to all
other sums provided by law. This Note has been delivered to Lender and accepted
by Lender in the State of Nebraska. If there is a lawsuit, Borrower agrees upon
Lender's request to submit to the jurisdiction of the courts of Lancaster
County, the State of Nebraska. This Note shall be governed by and construed In
accordance with the laws of the State of Nebraska.

RIGHT OF SETOFF. Borrower grants to Lender a contractual security Interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to Lender all
Borrower's right, title and Interest in and to, Borrower's accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts held jointly with someone else and all accounts Borrower may open
in the future, excluding however all IRA and Keogh accounts, and all trust
accounts for which the grant of a security interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on this Note against any and all such accounts.

COLLATERAL. This Note is secured by FS/SA and TCD's.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under
this Note may be requested orally by Borrower or by an authorized person. Lender
may, but need not require that all oral requests be confirmed in writing. All
communications, instructions, or directions by telephone or otherwise to Lender
are to be directed to Lender's office shown above. The following party or
parties are authorized to request advances under the line of credit until Lender
receives from Borrower at Lender's address shown above written notice of
revocation of their authority: Craig Huftaker, Mike Jalbert, George Spiczak,
Glenn Oorlog, Jim Stark, Patti Montgomery, Scot Costaer and Rick D. Schmitz.
Borrower agrees to be liable for all sums either. (a) advanced in accordance
with the instructions of an authorized person or (b) credited to any of
Borrower's accounts with Lender. The unpaid principal balance owing on this Note
at any time may be evidenced by endorsements on this Note or by Lender's
internal records, including dally computer print-outs. Lender will have no
obligation to advance funds under this Note If: (a) Borrower or any guarantor is
in default under the terms of this Note or any agreement that Borrower or any
guarantor has with Lender, including any agreement made in connection with the
signing of this Note; (b) Borrower or any guarantor ceases doing business or is
insolvent; (c) any guarantor seeks. claims or otherwise attempts to limit,
modify or revoke such guarantor's guarantee of this Note or any other loan with
Lender, (d) Borrower has applied funds provided pursuant to this Note for
purposes other than those authorized by Lender, or (e) Lender in good faith
deems itself insecure under this Note or any other agreement between Lender and
Borrower.

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PURPOSE OF LOAN. Support inventory and receivables.

YEAR 2000. Borrower has reviewed and assessed its business operations and
computer systems and applications to address the "year 2000 problem" (that is,
that computer applications and equipment used by Borrower, directly or
indirectly through third parties, may be unable to properly perform
date-sensitive functions before, during and after January 1, 2000). Borrower
reasonably believes that the year 2000 problem will not result in a materiel
adverse change in Borrower's business condition (financial or otherwise),
operations, properties or prospects or ability to repay Lender. Borrower agrees
that this representation will be true and correct on and shall be deemed made by
Borrower on each date Borrower requests any advance under this Agreement or Note
or delivers any information to Lender. Borrower will promptly deliver to Lender
such information relating to this representation as Lender requests from time to
time.

PRIOR NOTE. f42.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise expressly stated In writing, no
party who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan, or
release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Lender's security interest in the collateral; and take any other action
deemed necessary by Lender without the consent of or notice to anyone. All such
parties also agree that Lender may modify this loan without the consent of or
notice to anyone other than the party with whom the modification is made.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.

BORROWER:

Transcrypt International, Inc.


By:      /s/ CRAIG J. HUFFAKER
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   Craig J. Huffaker, Sr. Vice President & CFO



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