EXHIBIT 10.9

THIS  NOTE  REPLACES  A PORTION  OF THAT NOTE  DATED  NOVEMBER  25,  1997 IN THE
PRINCIPAL SUM OF $15,000,000.00.

                               SECOND REPLACEMENT
                                 PROMISSORY NOTE

                                               Date of Execution: March 29, 1999
                                                           Amount: $4,000,000.00

FOR VALUE RECEIVED,  the undersigned  ("Borrower")  unconditionally (and jointly
and severally,  if more than one) promise(s) to pay to the order of NATIONSBANK,
N.A., a National Banking Association ("Bank"), Sarasota (Banking Center) without
setoff, at its offices at 1605 Main Street, Suite 101, Sarasota,  Florida, 34236
or at such other place as may be  designated by Bank,  the  principal  amount of
FOUR MILLION AND 00/100  DOLLARS  ($4,000,000.00),  or so much thereof as may be
advanced  from  time to time  in  immediately  available  funds,  together  with
interest computed daily on the outstanding  principal balance  hereunder,  at an
annual  interest rate, and in accordance  with the payment  schedule,  indicated
below.

Rate

      The Rate shall be 7.55% per annum throughout the term of this Note.

Notwithstanding any other provision contained in this Note, Bank does not intend
to charge and  Borrower  shall not be  required to pay any amount of interest or
other fees or charges that is in excess of the maximum  permitted by  applicable
law.  Any  payment in excess of such  maximum  shall be  refunded to Borrower or
credited against principal, at the option of Bank.

Accrual Method

Interest  at the Rate set  forth  above,  unless  otherwise  indicated,  will be
calculated on the basis of the 365/360 method,  which computes a daily amount of
interest for a hypothetical year of 360 days, then multiplies such amount by the
actual number of days elapsed in an interest calculation period.

Payment Schedule

All payments  received  hereunder  shall be applied  first to the payment of any
expense or charges payable  hereunder or under any other  documents  executed in
connection with this Note ("Loan Documents"),  then to interest due and payable,
with the  balance  being  applied to  principal,  or in such other order as Bank
shall determine at its option.

1.    Commencing  April 29, 1999, and on the same day of each month  thereafter,
      except for months containing less than 30 days in which case payment shall
      be made on the last day of such months,  through  March 29, 2004,  monthly
      principal and interest payments of $80,246.87 shall be made until maturity
      as set forth below.


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<PAGE>

2.    The  entire  principal  balance,  together  with all  accrued  and  unpaid
      interest shall be due and payable in full on March 29, 2004.

Automatic Payment

      Borrower has elected to authorize Bank to effect payment of sums due under
      this   Note   by   means   of   debiting    Borrower's    account   number
      ____________________________________.  This authorization shall not affect
      the obligation of Borrower to pay such sums when due,  without notice,  if
      there are insufficient  funds in such account to make such payment in full
      on the due date thereof, or if Bank fails to debit the account.

Borrower  represents  to Bank  that  the  proceeds  of this  loan are to be used
primarily  for  business,   commercial  or   agricultural   purposes.   Borrower
acknowledges having read and understood, and agrees to be bound by all terms and
conditions of this Note, including the Additional Terms and Conditions set forth
in the Addendum attached hereto and made a part hereof, and hereby executes this
Note under seal.

                        BORROWER:

                        ELCOTEL, INC., a Delaware
                        corporation


                        By: /s/ William H. Thompson
                            ---------------------------------------
                            William Thompson, Senior Vice President

                                     (CORPORATE SEAL)

                        ELCOTEL DIRECT, INC., a Delaware
                            corporation


                        By: /s/ William H. Thompson
                            --------------------------------
                            William Thompson, Vice President


                                     (CORPORATE SEAL)


                        TECHNOLOGY SERVICE GROUP, INC. (successor by merger with
                        ELCOTEL   HOSPITALITY   SERVICES,   INC.),   a  Delaware
                        corporation


                        By: /s/ William H. Thompson
                            ------------------------------------
                                William Thompson, Vice President

                                     (CORPORATE SEAL)


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<PAGE>

                                    ADDENDUM
                                       OF
                         ADDITIONAL TERMS AND CONDITIONS

1.    Waivers,  Consents and  Covenants.  Borrower,  any indorser,  or guarantor
      hereof or any other party  hereto  (collectively  "Obligors")  and each of
      them  jointly and  severally:  (a) waive  presentment,  demand,  notice of
      demand,  notice of intent to  accelerate,  and notice of  acceleration  of
      maturity,  protest,  notice of protest,  notice of non-payment,  notice of
      dishonor,  and any other notice  required to be given under the law to any
      of Obligors,  in connection  with the delivery,  acceptance,  performance,
      default or  enforcement  of this Note, of any  indorsement  or guaranty of
      this Note or of any Loan  Documents;  (b)  consent to any and all  delays,
      extensions,  renewals  or  other  modifications  of this  Note or the Loan
      Documents,  or waivers  of any term  hereof or of the Loan  Documents,  or
      releases or discharge by Bank of any of Obligors or release, substitution,
      or exchange of any security for the payment hereof,  or the failure to act
      on the part of Bank or any indulgence shown by Bank, from time to time and
      in one or more instances  (without notice to or further assent from any of
      Obligors)  and agree  that no such  action,  failure  to act or failure to
      exercise  any right or remedy on the part of Bank  shall in any way affect
      or impair the  obligations  of any Obligors or be construed as a waiver by
      Bank of, or otherwise affect,  any of Bank's rights under this Note, under
      any  indorsement  or  guaranty  of this  Note  or  under  any of the  Loan
      Documents;  and (c) agree to pay,  on demand,  all costs and  expenses  of
      collection of this Note or of any  indorsement  or guaranty  hereof and/or
      the  enforcement of Bank's rights with respect to, or the  administration,
      supervision,   preservation,  protection  of,  or  realization  upon,  any
      property securing payment hereof, including without limitation, reasonable
      attorneys'  fees,  including  fees  related  to  any  trial,  arbitration,
      bankruptcy, appeal or other proceeding.

2.    Indemnification.  Obligors agree to promptly pay,  indemnify and hold Bank
      harmless  from  all  state  and  federal  taxes  of  any  kind  and  other
      liabilities  with respect to or resulting  from  advances made pursuant to
      this Note; provided however this shall not apply to income taxes, Federal,
      State or otherwise,  of the Bank. If this Note has a revolving feature and
      is secured by a mortgage,  Obligors  expressly consent to the deduction of
      any applicable taxes from each taxable advance extended by Bank.

3.    Prepayments.  Prepayment  may be made in whole or in part at any time. All
      prepayments  of  principal  shall  be  applied  in the  inverse  order  of
      maturity,  or in such  other  order as Bank  shall  determine  in its sole
      discretion.

4.    Events of Default. The following are events of default hereunder:  (a) the
      failure to make any payment due under this Note within ten (10) days after
      the due date or the failure to pay or perform any obligation, liability or
      indebtedness of any Obligor to Bank, or to any affiliate of Bank,  whether
      under  this  Note  or any  other  agreement,  note  or  instrument  now or
      hereafter  existing,  as and when due (whether upon demand, at maturity or
      by acceleration);  (b) the failure to pay or perform any other obligation,
      liability or indebtedness of any of Obligors whether to Bank or some other
      party,  the security for which  constitutes an encumbrance on the security
      for  this  Note;  (c)  death  of  any  Obligor  (if an  individual),  or a
      proceeding being filed or commenced against any Obligor for dissolution or
      liquidation, or any Obligor voluntarily or involuntarily


<PAGE>

      terminating or dissolving or being terminated or dissolved; (d) insolvency
      of,  business  failure  of,  the  appointment  of  a  custodian,  trustee,
      liquidator or receiver for or for any other  property of, or an assignment
      for the  benefit  of  creditors  by,  or the  filing of a  petition  under
      bankruptcy,  insolvency  or debtor's  relief law or for any  adjustment of
      indebtedness,  composition or extension by or against any Obligor; (e) any
      lien or additional security interest being placed upon any of the property
      which is security for this Note; (f)  acquisition at any time or from time
      to time of title to the  whole  of or any  part of the  property  which is
      security for this Note by any person,  partnership,  corporation  or other
      entity;  (g) Bank determining that any  representation or warranty made by
      any Obligor in any Loan Documents or otherwise to Bank is, or was,  untrue
      or  materially  misleading;  (h) failure of any Obligor to timely  deliver
      such financial statements,  including tax returns, and other statements of
      condition or other information as Bank shall request from time to time;(i)
      any default under any Loan Documents;  (j) entry of a judgment against any
      Obligor  which  Bank  deems to be of a  material  nature,  in Bank's  sole
      discretion;  (k) the seizure or forfeiture of, or the issuance of any writ
      of possession,  garnishment  or attachment,  or any turnover order for any
      property of any  Obligor;  (l) the  determination  by Bank that a material
      adverse change has occurred in the financial condition of any Obligor; or,
      (m) the  failure  to  comply  with any law or  regulation  regulating  the
      operation of Borrower's business which has a material effect on Borrower's
      business.

5.    Remedies Upon Default.  Whenever  there is a default under this Note,  (a)
      the entire  balance  outstanding  and all other  obligations of Obligor to
      Bank (however  acquired or evidenced) shall, at the option of Bank, become
      immediately  due and payable,  and/or (b) to the extent  permitted by law,
      the Rate of interest on the unpaid principal shall, at the option of Bank,
      be increased at Bank's  discretion  up to the maximum rate allowed by law,
      or if none,  twenty-five  percent  (25%) per annum (the  "Default  Rate");
      and/or (c) to the extent  permitted  by law, a  delinquency  charge may be
      imposed in an amount not to exceed  five  percent  (5%) of any  payment in
      default  for more than  fifteen  (15) days.  The  provisions  herein for a
      Default  Rate or a  delinquency  charge  shall not be deemed to extend the
      time for any payment  hereunder or to constitute a "grace  period"  giving
      the Obligors a right to cure any default.  At Bank's  option,  any accrued
      and unpaid  interest,  fees or charges may, for purposes of computing  and
      accruing  interest  on a daily basis after the due date of the Note or any
      installment  thereof, be deemed to be a part of the principal balance, and
      interest shall accrue on a daily  compounded  basis after such date at the
      rate  provided  in this  Note  until the  entire  outstanding  balance  of
      principal and interest is paid in full.  Bank is hereby  authorized at any
      time to setoff and charge against any deposit accounts of any Obligor,  as
      well as any other  property of such party at or under the control of Bank,
      without notice or demand, any and all obligations due hereunder.

6.    Non-waiver. The failure at any time of Bank to exercise any of its options
      or any other rights  hereunder shall not constitute a waiver thereof,  nor
      shall it be a bar to the  exercise  of any of its  options  or rights at a
      later date. All rights and remedies of Bank shall be cumulative and may be
      pursued  singly,  successively  or  together,  at the option of Bank.  The
      acceptance by Bank of any partial payment shall not constitute a waiver of
      any default or of any of Bank's  rights under this Note.  No waiver of any
      of its rights  hereunder,  and no  modification or amendment of this Note,
      shall be deemed to be made by Bank  unless the same  shall be in  writing,
      duly signed on behalf of Bank;  and each such wavier,  if any, shall apply
      only with respect to the specific instance  involved,  and shall in no way
      impair  the  rights of Bank or the  obligations  of Obligor to Bank in any
      other respect at any other time.


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<PAGE>

7.    Applicable  Law. This Note shall be construed  under the internal laws and
      judicial  decisions  of the State of  Florida,  and the laws of the United
      States as the same may be applicable.

8.    Partial Invalidity. The unenforceability or invalidity of any provision of
      this Note shall not affect the enforceability or the validity of any other
      provision herein and the invalidity or  unenforceability  of any provision
      of this Note or of the Loan Documents to any person or circumstance  shall
      not affect the  enforceability  or  validity of such  provision  as it may
      apply to other persons or circumstances.

9.    Jurisdiction and Venue. In any litigation in connection with or to enforce
      this  Note  or any  indorsement  or  guaranty  of this  Note  or any  Loan
      Documents,  Obligors,  and each of them, irrevocably consent to and confer
      personal  jurisdiction on the courts of the State of Florida or the United
      States courts located within the State of Florida, and expressly waive any
      objections  as to venue in any such  courts,  and agree  that  service  of
      process  may be made on  Obligors  by  mailing a copy of the  summons  and
      complaint by registered or certified mail,  return receipt  requested,  to
      their  respective  addresses.  Nothing  contained  herein shall,  however,
      prevent Bank from bringing any action or exercising  any rights within any
      other state or jurisdiction or from obtaining personal jurisdiction by any
      other means available by applicable law.

10.   ARBITRATION.  ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO
      INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS NOTE
      OR ANY  RELATED  NOTES OR  INSTRUMENTS,  INCLUDING  ANY CLAIM  BASED ON OR
      ARISING FROM AN ALLEGED TORT,  SHALL BE DETERMINED BY BINDING  ARBITRATION
      IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT (OR IF NOT APPLICABLE,  THE
      APPLICABLE  STATE  LAW),  THE  RULES OF  PRACTICE  AND  PROCEDURE  FOR THE
      ARBITRATION OF COMMERCIAL  DISPUTES OR JUDICIAL  ARBITRATION AND MEDIATION
      SERVICES,  INC. (J.A.M.S.) AND THE "SPECIAL RULES" SET FORTH BELOW. IN THE
      EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON
      ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY
      PARTY TO THE NOTICE MAY BRING AN ACTION,  INCLUDING A SUMMARY OR EXPEDITED
      PROCEEDING,  TO COMPEL  ARBITRATION  OF ANY  CONTROVERSY OR CLAIM TO WHICH
      THIS NOTE APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH ACTION.

      (A)   SPECIAL  RULES.  THE  ARBITRATION  SHALL BE CONDUCTED IN THE CITY OF
            BRADENTON,  FLORIDA AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN
            ARBITRATOR;   IF  J.A.M.S.  IS  UNABLE  OR  LEGALLY  PRECLUDED  FROM
            ADMINISTERING  THE  ARBITRATION,   THEN  THE  AMERICAN   ARBITRATION
            ASSOCIATION WILL SERVE.  ALL ARBITRATION  HEARINGS WILL BE COMMENCED
            WITHIN NINETY (90) DAYS OF THE DEMAND FOR ARBITRATION;  FURTHER, THE
            ARBITRATOR  SHALL ONLY,  UPON A SHOWING OF CAUSE,  BE  PERMITTED  TO
            EXTEND THE COMMENCEMENT OF SUCH HEARING FOR AN ADDITIONAL SIXTY (60)
            DAYS.


                                       3
<PAGE>

      (B)   RESERVATION  OF RIGHTS.  NOTHING IN THIS NOTE SHALL BE DEEMED TO (I)
            LIMIT THE  APPLICABILITY  OF ANY  OTHERWISE  APPLICABLE  STATUTES OF
            LIMITATIONS  OR REPOSE AND ANY WAIVERS  CONTAINED  IN THIS NOTE;  OR
            (II) BE A WAIVER BY THE BANK OF THE PROTECTION  AFFORDED TO IT BY 12
            U.S.C.  s.91 OR ANY  SUBSTANTIALLY  EQUIVALENT  STATE LAW;  OR (III)
            LIMIT  THE  RIGHT OF THE  BANK  HERETO  (A) TO  EXERCISE  SELF  HELP
            REMEDIES SUCH AS (BUT NOT LIMITED TO) SETOFF,  OR (B) TO FORECLOSURE
            AGAINST ANY REAL OR PERSONAL PROPERTY  COLLATERAL,  OR (C) TO OBTAIN
            FROM A COURT  PROVISIONAL  OR  ANCILLARY  REMEDIES  SUCH AS (BUT NOT
            LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT
            OF A  RECEIVER.  THE  BANK  MAY  EXERCISE  SUCH  SELF  HELP  RIGHTS,
            FORECLOSURE  UPON SUCH  PROPERTY,  OR OBTAIN SUCH  PROVISIONALLY  OR
            ANCILLARY  REMEDIES  BEFORE,  DURING  OR AFTER THE  PENDENCY  OF ANY
            ARBITRATION  PROCEEDING  BROUGHT PURSUANT TO THIS NOTE.  NEITHER THE
            EXERCISE OF SELF HELP REMEDIES NOR THE INSTITUTION OR MAINTENANCE OF
            AN ACTION FOR  FORECLOSURE OR  PROVISIONALLY  OR ANCILLARY  REMEDIES
            SHALL  CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY,  INCLUDING THE
            CLAIMANT IN SUCH ACTION,  TO ARBITRATE THE MERITS OF THE CONTROVERSY
            OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.

11.   Binding  Effect.  This Note shall be binding upon and inure to the benefit
      of Borrower,  Obligors and Bank and their respective successors,  assigns,
      heirs and personal representatives; provided, however, that no obligations
      of the Borrower or the Obligor  hereunder  can be assigned  without  prior
      written consent of Bank.

12.   NOTICE OF FINAL  AGREEMENT.  THIS  WRITTEN  PROMISSORY  NOTE AND ANY OTHER
      DOCUMENTS  EXECUTED IN CONNECTION  HEREWITH  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.

13.   Year 2000 Representations,  Covenants and Warranties. (1) Borrower has (i)
      begun  analyzing  the  operations  of Borrower  and its  subsidiaries  and
      affiliates that could be adversely affected by failure to become Year 2000
      compliant (that is, that computer  applications,  imbedded  microchips and
      other systems will be able to perform  date-sensitive  functions  prior to
      and after  December 31, 1999) and; (ii) developed a plan for becoming Year
      2000  compliant  in a timely  manner,  the  implementation  of which is on
      schedule in all material respects.  Borrower  reasonably  believes that it
      will  become  Year  2000  compliant  for its  operations  and those of its
      subsidiaries  and affiliates on a timely basis except to the extent that a
      failure  to do so could not  reasonably  be  expected  to have a  material
      adverse  effect upon the  financial  condition of  Borrower.  (2) Borrower
      reasonably  believes  any  suppliers  and vendors that are material to the
      operations of Borrower or its  subsidiaries  and  affiliates  will be Year
      2000 compliant for their own


                                       4
<PAGE>

      computer  applications  except to the extent that a failure to do so could
      not  reasonably  be  expected to have a material  adverse  effect upon the
      financial condition of Borrower. (3) Borrower will promptly notify Bank in
      the event  Borrower  determines  that any  computer  application  which is
      material to the  operations of Borrower,  its  subsidiaries  or any of its
      material  vendors or suppliers  will not be fully Year 2000 compliant on a
      timely basis,  except to the extent that such failure could not reasonably
      be expected to have a material adverse effect upon the financial condition
      of Borrower."


                        BORROWER:

                        ELCOTEL, INC., a Delaware
                        corporation


                        By: /s/ William H. Thompson
                            ---------------------------------------
                            William Thompson, Senior Vice President


                                (CORPORATE SEAL)

                        ELCOTEL DIRECT, INC., a Delaware
                        corporation

                        By: /s/ William H. Thompson
                            --------------------------------
                            William Thompson, Vice President

                                (CORPORATE SEAL)

                        TECHNOLOGY SERVICE GROUP, INC. (successor by merger with
                        ELCOTEL   HOSPITALITY   SERVICES,   INC.),   a  Delaware
                        corporation

                        By: /s/ William H. Thompson
                            --------------------------------
                            William Thompson, Vice President

                                (CORPORATE SEAL)


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