<PAGE>
 
                                                                    Exhibit 10.2

NEITHER THIS NOTE NOR THE SECURITIES TO BE ACQUIRED UPON ITS CONVERSION HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR APPLICABLE STATE SECURITIES
LAWS.  NO SALE OR DISPOSITION OF THIS NOTE OR THOSE SECURITIES MAY BE EFFECTED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, OR APPLICABLE STATE SECURITIES
LAWS OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE
COMMISSION.

THIS CONVERTIBLE PROMISSORY NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF A
FINANCING AGREEMENT DATED SEPTEMBER 1, 1998 BY AND AMONG EAGLE EYE TECHNOLOGIES,
INC. AND TEMPLATE SOFTWARE, INC.


                         EAGLE EYE TECHNOLOGIES, INC.

                        12% CONVERTIBLE PROMISSORY NOTE

                             DUE SEPTEMBER 1, 2000
                                        

$1,000,000.00                                                  September 1, 1998
                                                               Herndon, Virginia

  FOR VALUE RECEIVED, EAGLE EYE TECHNOLOGIES, INC., a VIRGINIA corporation (the
"Company"), promises to pay to the order of TEMPLATE SOFTWARE, INC., a Virginia
 -------                                                                       
corporation ("Template"), at 45365 Vintage Park Plaza, Dulles, Virginia  20166,
              --------                                                         
or at such other place as the holder hereof may from time to time designate in
writing, in lawful money of the United States of America, without defense,
offset or counterclaim, the principal sum of ONE MILLION AND NO/100 DOLLARS
($1,000,000.00), together with interest as described below and in accordance
with the following terms and provisions:

  1.  INTEREST RATE.  The unpaid principal balance of this Convertible
      -------------                                                   
Promissory Note (as the same may be amended, modified, supplemented, renewed or
replaced from time to time, the "Note") outstanding from time to time shall bear
                                 ----                                           
interest at 12% per annum. Interest shall be calculated using a 360-day year,
based upon the actual number of days for which the calculation is being made.
<PAGE>
 
  2.  PAYMENTS.  Unless this Note shall be converted in its entirety as
      --------                                                         
hereinafter provided, this Note shall be repaid in one installment of combined
principal and interest on September 1, 2000 (as extended from time to time, the
"Maturity Date") and the entire unpaid principal balance of this Note, together
 -------------                                                                 
with all accrued and unpaid interest, shall be due and payable in full on the
Maturity Date.

  3.  PREPAYMENT.  This Note may be prepaid in whole, but not in part, at any
      ----------                                                             
time without penalty.

  4.  CONVERSION.
      ---------- 

      4.1.   SURRENDER AND NOTICE BY TEMPLATE.  Template shall have the right at
             --------------------------------                                   
any time prior to and including the Conversion Date (as defined below), at its
option, to convert the outstanding principal amount of the Note (and all accrued
interest) into 66,695 shares of fully-paid and non-assessable shares of the
Company's Common Stock, without par value , following written notice to the
Company at the address set forth in Section 14 below dated on or before the
                                    ----------                             
Conversion Date; it being expressly understood, that Template shall have the
                 -----------------------------                              
right to convert this Note at all times prior to and including the Conversion
Date regardless of whether, prior to or following such exercise, the Company
makes available or tenders sufficient funds to pay the unpaid principal balance
of this Note, together with all accrued and unpaid interest.  For purposes of
this Note, the "Conversion Date" shall be the day which is thirty (30) days
following the date on which the Company notifies Template, in writing, (the
                                                                           
"Notification Date") that the aggregate amount of payments made by the Company
------------------                                                            
to Template pursuant to the Software Development and Sales Agreement (and
related license) of even date herewith exceeds the total amount of funds
advanced pursuant to this Note.

      4.2.   RIGHTS UPON CONVERSION.  As promptly as practicable after the 
             ----------------------  
notice of Template's intent to convert the Note into the Conversion Shares (as
defined below), the Company shall deliver or cause to be delivered to Template
certificates representing the number of fully paid and non-assessable shares of
Common Stock or other securities into which the Note is converted in accordance
with the provisions of this Section 4 (the "Conversion Shares").  Such
                            ---------       -----------------         
conversion shall be deemed to have been made at the close of business on the
Conversion Date, so that the rights of Template with respect to the principal
amount of the Note shall cease at such time and the person or persons entitled
to receive the Conversion Shares shall be treated for all purposes as having
become the record holder or holders of such shares at such time.

      4.3.   CONVERSION OF  ACCRUED INTEREST.  All accrued but unpaid interest 
             -------------------------------                                   
on the Note surrendered for conversion shall be converted to Conversion Shares
along with the principal amount of the Note.

                                       2
<PAGE>
 
      4.4.   ISSUANCE OF CERTIFICATES.  The issuance of certificates for the
             ------------------------                                       
Conversion Shares, shall be made without charge to Template for any tax in
respect of the issuance of such certificates, and such certificates shall be
issued in the name of, or in such names as may be directed by, Template.

  5.  RESERVATION OF SHARES.  The Company covenants that it shall at all
      ---------------------                                             
times reserve for issuance or delivery upon the conversion of the Note such
number of shares of Common Stock as shall be required for issuance or delivery
upon conversion of the Note.

  6.  NO DILUTION OR IMPAIRMENT.  The Company covenants that it shall not by
      -------------------------                                             
amendment of its Articles of Incorporation or through reorganization,
consolidation, merger, dissolution, issuance or sale of securities, sale of
assets, or by any other voluntary act or deed, avoid or seek to avoid the
observance or performance of any of the covenants, stipulations or conditions to
be observed or performed hereunder by it, but shall at all times in good faith
take all action which may be necessary in order to protect the rights of
Template against dilution.  The number and kind of securities purchasable upon
the exercise of this Note  shall be subject to adjustment from time to time upon
the happening of certain events, as follows:

      (a)  In case the Company shall at any time after the date of this Note 
(i) declare or pay a dividend in shares of Common Stock or make a distribution
in shares of Common Stock, (ii) subdivide its outstanding shares of Common
Stock, (iii) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock or (iv) issue any shares of its capital stock
in a reclassification of the Common Stock (including any such reclassification
in connection with a consolidation or merger in which the Company is the
continuing entity), the kind and number of Conversion Shares purchasable upon
exercise of this Note immediately prior thereto shall be adjusted so that the
holder of this Note shall be entitled to receive the kind and number of
Conversion Shares or other securities of the Company which he would have owned
or have been entitled to receive after the happening of any of the events
described above, had this Note been exercised immediately prior to the happening
of such event or any record date with respect thereto. An adjustment made
pursuant to this paragraph (a) shall become effective immediately after the
effective date of such event retroactive to the record date, if any, for such
event.

      (b)  In case the Company shall issue rights, options or warrants to all 
holders of its outstanding Common Stock entitling them to subscribe for or 
purchase shares of Common Stock at a price per share which is lower at the
record date than $14.99 per share, the number of Conversion Shares thereafter
purchasable upon the exercise of this Note shall be determined by multiplying
the number of Conversion Shares theretofore purchasable upon exercise of this
Note by a fraction, of which the numerator shall be the number of shares of
Common Stock outstanding on the record date for determining stockholders
entitled to receive such rights, 

                                       3
<PAGE>
 
options or warrants plus the number of additional shares of Common Stock offered
for subscription or purchase, and of which the denominator shall be the number
of shares of Common Stock outstanding on the record date for determining
stockholders entitled to receive such rights, options or warrants plus the
number of shares which the aggregate offering price of the total number of
shares of Common Stock so offered would purchase at $14.99 per share at such
record date. Such adjustment shall be made whenever such rights, options or
warrants are issued, and shall become effective as of immediately after the
record date for the determination of stockholders entitled to receive such
rights, options or warrants.

      (c)  In case the Company shall distribute to all holders of its shares of 
Common Stock evidences of its indebtedness or assets (including securities and
cash dividends not paid out of funds legally available for the payment of
dividends under the laws of the jurisdiction of incorporation of the Company or
not made in the ordinary course of business), but excluding dividends or
distributions referred to in paragraph (a) above or rights or options or
warrants referred to in paragraph (b) above, then in each case the number of
Conversion Shares thereafter purchasable upon the exercise of this Note shall be
determined by multiplying the number of Conversion Shares theretofore
purchasable upon the exercise of this Note by a fraction, of which the numerator
shall be the then current market price per share of Common Stock on the date of
such distribution, and of which the denominator shall be the then current market
price per share of Common Stock, less the then fair value (as reasonably
determined in good faith by the Board of Directors of the Company, whose
reasonable determination shall be conclusive) of the portion of the assets or
evidences of indebtedness so distributed or of such subscription rights or
securities or warrants applicable to one share of Common Stock. Such adjustment
shall be made whenever any such distribution is made, and shall become effective
on the date of distribution retroactive to the record date for the determination
of shareholders entitled to receive such distribution.

      (d) In case the Company shall sell and issue shares of Common Stock, or
rights, options, warrants or convertible or exchangeable securities containing
the right to subscribe for or purchase shares of Common Stock (excluding 
(i) shares, rights, options, warrants or convertible or exchangeable securities
issued in any of the transactions described in paragraphs (a) through (c) above,
(ii) shares issued upon conversion, exercise or exchange of rights, options,
warrants or convertible or exchangeable securities outstanding on the date
hereof, (iii) any shares issued upon exercise of this Note or any warrant or any
other convertible promissory note made by the Company to Template, (iv) shares
of Common Stock issued pursuant to a public firm commitment underwritten
offering and (v) options or shares of Common Stock issued to key employees of
the Company in an aggregate amount cumulated from and including the date of
original issuance of this Note not in excess of 250,000 shares of Common Stock,
but including shares, rights, options, warrants or convertible or exchangeable

                                       4
<PAGE>
 
securities issued as consideration in any merger, consolidation or other
business combination) at a price per share of Common Stock (as determined in
accordance with this paragraph (d)) that is lower than $14.99 per share
immediately prior to such sale and issuance, then in each case the number of
Conversion Shares thereafter purchasable upon the exercise of this Note shall be
determined by multiplying the number of Conversion Shares theretofore
purchasable upon the exercise of this Note by a fraction, the numerator of which
shall be (I) the total number of shares of Common Stock outstanding immediately
after such sale and issuance, and the denominator of which shall be (II) an
amount equal to the sum of (A) the number of shares of Common Stock outstanding
immediately prior to such sale and issuance plus (B) the number of shares of
Common Stock that the aggregate consideration received (determined as provided
below) for such sale or issuance would purchase at $14.99 per share. Such
adjustment shall be made successively whenever such an issuance is made. For the
purposes of such adjustments, the shares of Common Stock that the holder of such
rights, options, warrants, or convertible or exchangeable securities shall be
entitled to subscribe for or purchase shall be deemed to be issued and
outstanding as of the date of such sale and issuance and the consideration
received by the Company therefor shall be deemed to be the consideration
received by the Company, plus the consideration or premiums stated in such
rights, options, warrants or convertible or exchangeable securities to be paid
for the shares of Common Stock covered thereby. In case the Company shall sell
and issue shares of Common Stock or rights, options, warrants or convertible or
exchangeable securities containing the right to subscribe for or purchase Common
Stock, for a consideration consisting, in whole or in part, of property other
than cash or its equivalent, then in determining the "price per share of Common
                                                      -------------------------
Stock" and the "consideration received" by the Company for purposes of the first
-----           ----------------------           
sentence of this paragraph (d), the Board of Directors of the Company shall 
determine, on a reasonable basis and in good faith, the fair value 
of such property. In case the Company shall sell and issue rights, options,
warrants or convertible or exchangeable securities containing the right to
subscribe for or purchase shares of Common Stock together with one or more
other securities as part of a unit at a price per unit, then in determining
the "price per share of Common Stock" and the "consideration received" by 
     -------------------------------           ----------------------
the Company for purposes of the first sentence of this paragraph (d), the Board 
of Directors of the Company shall determine, on a reasonable basis and in good
faith, the fair value of the rights, options, warrants or convertible or
exchangeable securities then being sold as part of such unit.

      (e)  For the purpose of this Section 6, the term "shares of Common Stock" 
                             ---------            ----------------------       
shall mean (i) the Common Stock of the Company, or (ii) any other class of stock
resulting from successive changes or reclassifications of such shares consisting
solely of changes in par value, or from par value to no par value, or from no
par value to par value. In the event that at any time, as a result of an
adjustment made pursuant to paragraph (a) above, Template shall become entitled
to receive any securities of the Company other than shares of Common Stock,
thereafter the number of such other shares so receivable upon exercise of each
Note shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the 

                                       5
<PAGE>
 
provisions with respect to the Conversion Shares contained in paragraphs 
(a) through (d) above, and the other provisions of this Section 6 shall apply
                                                        ---------
on like terms to any such other securities.

      (f)  Except as provided in paragraphs (a) through (c) above, no adjustment
in respect of any dividends shall be made upon the conversion of this Note.

      (g)  Upon the expiration of any rights, options, warrants or conversion or
exchange privileges with respect to which an adjustment shall have been made 
pursuant to paragraph (b) or (d) above, if any thereof have not been exercised,
the number of Conversion Shares purchasable upon the exercise of the Note will,
upon such expiration, be readjusted and will thereafter be such as it would have
been had it been originally adjusted (or had the original adjustment not been
required, as the case may be) as if (i) the only shares of Common Stock so
issued were the shares of Common Stock, if any, actually issued or sold upon the
exercise of such rights, options or warrants or conversion or exchange rights
and (ii) such shares of Common Stock, if any, were issued or sold for the
consideration actually received by the Company upon such exercise, conversion or
exchange plus the aggregate consideration, if any actually received by the
Company for the issuance, sale or grant of all such rights, options or warrants,
whether or not exercised.

      (h)  In the event:

               (A)  the Company shall authorize the issuance to all holders
           of its Common Stock of rights or warrants to subscribe for or
           purchase Common Stock or of any other subscription rights or
           warrants; or

               (B)  the Company shall authorize the distribution to all
           holders of its Common Stock of evidences of its indebtedness or
           assets (other than dividends paid in or distributions of the
           Company's capital stock for which the number of shares
           purchasable upon the exercise of this Note shall have been
           adjusted pursuant to paragraph (a) above and cash dividends paid
           out of retained earnings legally available for the payment of
           dividends under the laws of the jurisdiction of incorporation of
           the Company and made in the ordinary course of business); or

               (C)  of any capital reorganization or reclassification of
           the Common Stock (other than a subdivision or combination of the
           outstanding Common Stock and other than a change in par value of
           the Common Stock) or of any consolidation or merger to which the
           Company is a party and for which approval of any stockholders of
           

                                       6
<PAGE>
 
           the Company is required (other than a consolidation or merger in
           which the Company is the continuing corporation and that does not
           result in any reclassification or change of the Common Stock
           outstanding), or of the conveyance or transfer of the properties
           and assets of the Company substantially as an entirety; or

               (D)  of the voluntary or involuntary dissolution,
           liquidation or winding-up of the Company; or

               (E)  the Company proposes to take any action (other than
           actions of the character described in clause (ii) or (iii) of
           paragraph (a) above) that would require an adjustment pursuant to
           this Section 6 to the number of shares purchasable upon the
                ---------                                             
           exercise of this Note;

          then the Company shall cause to be mailed by first-class mail to
     Template, at least five days prior to the applicable record or effective
     date hereinafter specified (10 days in the case of the events referred to
     in clauses (C) and (D) above), a notice stating (x) the date as of which
     the holders of Common Stock of record to be entitled to receive any such
     rights, warrants or distributions are to be determined, or (y) the date on
     which any such consolidation, merger, conveyance, transfer, dissolution,
     liquidation or winding-up is expected to become effective, and the date as
     of which it is expected that holders of Common Stock of record shall be
     entitled to exchange their shares of Common Stock for securities or other
     property, if any, deliverable upon such reorganization, reclassification,
     consolidation, merger, conveyance, transfer, dissolution, liquidation or
     winding-up.


  7.  TRANSFER OF NOTE AND CONVERSION SHARES.  Neither this Note nor the
          --------------------------------------                            
Conversion Share have been registered under the Securities Act of 1933 (the
                                                                           
"1933 Act") or under the securities laws of any state.  This Note may not be
---------                                                                   
assigned or negotiated without the express written consent of the Company.
Neither this Note nor the Conversion Shares, may be sold, transferred, pledged
or hypothecated in the absence of (1) an effective registration statement for
this Note, or the shares, as the case may be, under the 1933 Act, and such
registration or qualification as may be necessary under the securities laws of
any state, or (2) an opinion of counsel in form and substance reasonably
satisfactory to the Company that such registration or qualification is not
required.

      7.1.   The Company may cause the certificate or certificates
evidencing all or any of the shares issued upon exercise of the conversion
rights contained in this Note to bear the following legend:

                                       7
<PAGE>
 
     "The shares evidenced by this certificate have not been registered under 
the Securities Act of 1933, as amended, or under the securities laws of any
state. The shares may not be sold, transferred, pledged or hypothecated in
the absence of an effective registration statement under the Securities Act
of 1933, as amended, and such registration or qualification as may be necessary 
under the securities laws of any state, or an opinion of counsel satisfactory to
the Company that such registration or qualification is not required."

      7.2.   Notwithstanding the provisions set forth above, no such 
registration statement or opinion of counsel shall be required: for any transfer
of any Conversion Shares in compliance with Rule 144 or Rule 144A.

      7.3.  This Note shall be registered on books of the Company kept at
its principal office for that purpose, and shall be transferable only on such
books by the registered owner hereof in person or by a duly authorized attorney 
upon surrender of this Note properly endorsed, and only in compliance with 
this Section 7.
     --------- 

  8.  LOAN DOCUMENTS.  The performance of the Company's obligations hereunder
      --------------                                                         
are secured by the Security Agreement of even date herewith (the "Security
                                                                  --------
Agreement") and the Financing Statement (the "Financing Statement"), each from
---------                                     -------------------             
the Company in favor of Template.  This Note, the Financing Agreement, the
Security Agreement, the Financing Statement  and any other document executed or
delivered by the Company in connection herewith shall be referred to herein as
the "Loan Documents."
     --------------  

  9.  EVENTS OF DEFAULT.  Each of the following shall constitute an "Event of
      -----------------                                              --------
Default" under this Agreement:
-------                       

      9.1.    FAILURE TO PAY.  If the Company fails to make when due any
              --------------                                            
installment or other payment owing to Template under the terms of this Note and 
such failure shall continue for a period of ten days after written notice of
such failure has been given to the Company by Template;

      9.2.    FAILURE TO OBSERVE OTHER COVENANTS.  If the Company fails to
              ----------------------------------                          
perform or observe any other material term, covenant, warranty or agreement
contained in this Note or any other Loan Document and such failure shall
continue for a period of 30 days after written notice of such failure has been 
given to the Company;

      9.3.    DEFAULTS UNDER LOAN DOCUMENT.  If an event of default shall
              ----------------------------                               
occur under any other Loan Document shall not be cured within any applicable
grace period;

                                       8
<PAGE>
 
      9.4     VOLUNTARY BANKRUPTCY.  If the Company makes an assignment for the
              --------------------                                             
benefit of creditors, files a petition in bankruptcy, petitions or applies
to any tribunal for any receiver or any trustee of the Company or any
substantial part of the property of the Company or commences any proceeding
relating to the Company under any reorganization, arrangement, composition,
readjustment, liquidation or dissolution law or statute of any
jurisdiction, whether in effect now or after this Note is executed;

      9.5.    INVOLUNTARY BANKRUPTCY.  If, within 60 days after the filing of
              ----------------------                                         
a bankruptcy petition or the commencement of any proceeding against the Company
seeking any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any present or future statute, law or
regulation, the proceeding shall not have been dismissed, or, if within 60 days,
after the appointment, without the consent or acquiescence of the Company of any
trustee, receiver or liquidator of the Company or all or any substantial part of
the properties of the Company, the appointment shall not have been vacated; or

      9.6.    DISSOLUTION.  The dissolution, liquidation or termination of
              -----------                                                 
existence of the Company.

  10. REMEDIES UPON DEFAULT.  Upon the occurrence of an Event of Default
      ---------------------                                             
hereunder, the entire principal balance hereof, all accrued interest thereon and
all other amounts payable hereunder shall become immediately due and payable at
the option of Template.  Any delay by Template in exercising or any failure of
Template to exercise the aforesaid option to accelerate with respect to an Event
of Default shall not constitute a waiver of its right to exercise such option
with respect to that or any subsequent Event of Default.  Acceleration of
maturity, once claimed hereunder by the holder hereof may be rescinded, at such
holder's option, by written acknowledgment to that effect, but the tender and
acceptance of partial payment or partial performance alone shall not in any way
affect or rescind such acceleration of maturity.  After the occurrence of an
Event of Default, interest shall accrue on all amounts due hereunder at a rate
of 2% per annum above the rate or rates of interest then payable hereunder.

  11. WAIVER; EXTENSIONS.  Presentment, demand, notice of dishonor, protest
      ------------------                                                   
and the benefits of the homestead and all other exemptions provided debtors are
hereby waived.  The Company agrees that it shall remain liable for the payment
hereof notwithstanding any agreement for the extension of the due date of any
amount payable hereunder made by Template after the Maturity Date.

  12. COLLECTION COSTS AND EXPENSES.  The Company shall pay all reasonable
      -----------------------------                                       
costs, fees and expenses (including court costs and reasonable attorneys' fees)
incurred by Template in 

                                       9
<PAGE>
 
collecting or attempting to collect any amount that becomes due hereunder or in
seeking legal advice with respect to such collection or an Event of Default
hereunder.

  13. NOTICES.  All notices, requests, demands and other communications with
      -------                                                               
respect hereto or any other Loan Document shall be in writing and shall be
delivered by hand, sent prepaid by Federal Express (or a comparable overnight
delivery service) or sent by the United States mail, certified, postage prepaid,
return receipt requested, to the following addresses:

          If to Template:

                       Template Software, Inc.
                       45365 Vintage Park Plaza
                       Dulles, Virginia  20166
                       Attn.:  Mr. E. Linwood Pearce

                 with a copy to :

                       Hunton & Williams
                       1751 Pinnacle Drive
                       Suite 1700
                       McLean, Virginia  22102
                       Attn.:  Joseph W. Conroy, Esq.


          If to the Company,

                       Eagle Eye Technologies, Inc.
                       950 Herndon Parkway, Suite 230
                       Herndon, Virginia  20170
                       Attention:  President

                 with a copy to :
                       Tucker, Flyer & Lewis
                       1615 L Street, N.W., Suite 400
                       Washington, D.C.  20036-5612
                       Attention: Thomas J. Knox, Esquire

  Any notice, request, demand or other communication delivered or sent in the
manner aforesaid shall be deemed given or made (as the case may be) upon the
earliest of (a) the date it is actually received, (b) the business day after the
day on which it is delivered by hand, (c) the business day after the day on
which it is properly delivered to Federal Express (or a comparable 

                                       10
<PAGE>
 
overnight delivery service), or (d) the third business day after the day on
which it is deposited in the United States mail. The Company or Template may
change its address by notifying the other party of the new address in any manner
permitted by this Section 14.
                  ---------- 

  14. SEVERABILITY.  If any provision of this Note, or the application
      ------------                                                    
thereof to any person or circumstance, shall to any extent be invalid or
unenforceable, the remainder of the provisions of this Note, or the application
of such provision to other persons or circumstances, shall not be affected
thereby, and each provision of this Note shall be valid and enforceable to the
fullest extent permitted by law.

  15. SUCCESSORS AND ASSIGNS.  This Note shall be binding upon and inure to
      ----------------------                                               
the benefit of the Company and Template, and their respective successors and
assigns; provided, however, that the Company may not assign or delegate its
obligations hereunder without the prior written consent of Template.

  16. PAYMENTS.  All payments due hereunder, if any, shall be made in
      --------                                                       
immediately available funds.

  17. OFFSET.  If an Event of Default occurs hereunder and is not cured
      ------                                                           
within any applicable grace period, then Template shall have the right to offset
any amounts due hereunder against any amounts now or hereafter due from Template
to the Company.

  18. GOVERNING LAW.  This Note shall be governed by and construed in
      -------------                                                  
accordance with the laws of the Commonwealth of Virginia, without reference to
conflict of laws principles.



                            [SIGNATURE PAGE FOLLOWS]

                                       11
<PAGE>
 
     IN WITNESS WHEREOF, the Company has executed this Note as of the date first
written above.

                         EAGLE EYE TECHNOLOGIES, INC., a
                         Virginia corporation


                         By:  /s/ Michael H. Stone
                              --------------------
                         Name:  Michael H. Stone
                         Title:  Vice President
 

                                       12