Loan Installment Note

CONSTRUCTION [NORWEST BANKS LOGO] Commercial
LOAN Installment Note
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Borrower's Name Date
Transcrypt International, Inc. 11-15-1996
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Promise to Pay: For value received, the undersigned Borrower promises to pay to the order of
Norwest Bank Nebraska, National Association (the "Bank")
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1919 Douglas Street Omaha, NE 68102 or such other place
as the Bank or the holder of this promissory note (the "Note") may designate, the principal sum of
One Million and 00/100 Dollars
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($1,000,000.00), together with interest on the unpaid balance in accordance with the repayment terms set forth
below.


INTEREST: The Borrower will pay interest (calculated on the basis of actual days elapsed in a 360 day year) on
the unpaid principal balance at the following rate (the "Note Rate"):
[ ] an annual rate of %.
[X] an annual rate equal to 0.5000% above the Base Rate, floating.
[ ] an annual rate which, for any month hereafter, shall be equal to % the Base Rate in
effect on the last day of the preceding month, with an initial rate equal to %.
[ ] an annual rate .
If this [ ] is checked and the Note Rate is variable, the Note Rate shall at no time be less than an annual
rate of %, and shall at no time exceed an annual rate (if one is specified) of %. The interest
rate on this Note shall never exceed the maximum rate permitted by law.


*Base Rate* means the rate of interest established by Norwest Bank Nebraska, N.A. National Money Market Rate
from time to time as its "Prime" rate. "Due Date" means the maturity date on which all unpaid principal and
interest is scheduled to be repaid as stated in the Section entitled "Repayment Terms" or the date of the
acceleration of this Note, whichever is earlier.


REPAYMENT TERMS: Unless payable sooner as a result of its acceleration, the Borrower shall pay this Note as
follows:


[ ] FIXED INSTALLMENTS OF PRINCIPAL AND INTEREST. Principal and interest shall be paid together in
consecutive installments of $ each, beginning ,
and on the same day of each thereafter until ,
[ ] plus irregular installments as follows:
$ on ; $ on ; and
$ on . On , the entire unpaid balance of
principal and accrued but unpaid interest shall be due and payable. Each installment shall be applied first
to accrued interest and the balance to principal.


[X] FIXED PRINCIPAL PAYMENTS PLUS INTEREST. Principal only shall be paid:
[ ] in consecutive installments of $ each, beginning , and on
the same day of each thereafter until , plus a final
payment on , when the entire unpaid balance of principal shall become due and
payable.


[X] $1,000,000.00 on 8-15-1997; $ on ;
$ on ; $ on ;
$ on ; $ on ;
and in addition, interest shall be payable Monthly, beginning 12-01-1996, and on the same day of each
subsequent month.


LATE FEE: [ ] Each time that a scheduled payment is not paid when due or within days afterwards, the
Borrower will pay a late fee equal to [ ] $ ; [ ] % of the full amount of the
late payment; [ ] the lesser of $ or % of the full amount of the late payment.


[ ] ADDITIONAL INTEREST. Each time a scheduled payment is not paid when due or within days afterwards, the
Borrower will pay additional interest ("Additional Interest") which will begin accruing on the next calendar day
on the entire unpaid principal balance at an annual rate of % in excess of the Note Rate. The
Additional Interest will continue to accrue until all past due payments and any Additional Interest are paid
in full. Acceptance by the Bank of any late fee or Additional Interest shall not constitute a waiver of any
default hereunder.


PREPAYMENT: The Borrower may prepay this Note, at any time, in whole or in part, [X] without penalty [ ] provided
that at the time of prepayment the Borrower pays a prepayment penalty equal to % of the principal amount
prepaid. Any partial payment shall be applied against the principal portion of the installments due in inverse
order of maturity.

OTHER FEES: If this [ ] is checked, the undersigned shall pay to the Bank a nonrefundable: (Mark the applicable
fee type(s))


[ ] commitment fee of (Choose one) [ ] $ [ ] % of the Note Amount
[ ] facility fee of (Choose one) [ ] $ [ ] % of the Note Amount
[ ] documentation fee of (Choose one) [ ] $ [ ] % of the Note Amount
[ ] application and loan processing fee of (Choose one) [ ] $ [ ] % of the Note Amount
"Note Amount" means the principal amount of this Note, at the time this Note is signed.


ADDITIONAL TERMS: The terms set forth on the reverse are incorporated into and made a part of this Note.


LOAN PURPOSE: The Borrower certifies that the proceeds of this loan will be used for business or
agricultural purposes.
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SIGNATURES
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Signature Signature


X /s/ JOHN T. CONNOR X
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Name and Title (if applicable) Name and Title (if applicable)

John T. Connor, Chief Executive Officer
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Borrower's name Signature


Transcrypt International, Inc. X
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Address Name and Title (if applicable)


4800 NW 1st Street
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City, State, Zip code [ ] This Note is given as a replacement for, and
not in satisfaction of, Note Number ,
Lincoln, NE 68521 given by the Borrower and dated .
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2 ADDITIONAL TERMS


DEFAULT AND ACCELERATION: Upon the occurrence of any one or more of the following events of default, or at any time thereafter unless such default is cured, the Bank may at its option declare all unpaid principal, accrued interest, fees and all other amounts payable under this Note to be immediately due and payable, without notice or demand to the Borrower:


- - Default by the Borrower in the payment when due of any principal,
interest or other amounts due under this Note; or - - The Borrower fails to perform or observe any term or covenant of this
Note or any related documents or perform any other agreement with the
Bank; or - - The Borrower fails to perform or observe any agreement with any other
creditor that relates to indebtedness or contingent liabilities which
would allow the maturity of such indebtedness or obligation to be
accelerated; or - - The Borrower changes its legal form of organization; or - - If the holder of this Note at any time, in good faith, believes that
the undersigned will not be able to pay this Note when it is due; or - - Any representation or warranty made by the Borrower in applying for
this loan is untrue in any material respect; or - - A garnishment, levy or writ of attachment, or any local, state or
federal notice of tax lien or levy is served upon the Bank for the
attachment of property of the Borrower in the Bank's possession or
indebtedness owned to the Borrower by the Bank.


AUTOMATIC ACCELERATION: If, with or without the Borrower's consent, a custodian, trustee or receiver is appointed for any of the Borrower's properties or if a petition is filed by or against the Borrower under the United States Bankruptcy Code, or if the Borrower is dissolved or liquidated (if an entity), or dies (if an individual), the unpaid principal, accrued interest and all other amounts payable under this Note will automatically become due and payable without notice or demand.


WAIVER OF DEMAND, PRESENTMENT, NOTICE OF DISHONOR AND PROTEST: Each maker, accommodation party, endorser or guarantor of this Note, and any other party liable for its repayment, hereby severally waives demand, presentment, notice of dishonor and protest.


AMENDMENT OR MODIFICATION OF TERMS: Any amendment or modification of this Note must be in writing and signed by the party against whom enforcement of such amendment or modification is sought. The Bank may also change any of the repayment terms of this Note, including extensions of time and renewals, and release or add any party liable on this Note, or agree to the substitution or release of any security collateralizing this Note without notifying or releasing from liability any maker, accommodation party, endorser or guarantor. The Bank may suspend or waive any rights or remedies that it may have against any person who may be liable for its repayment.


NO WAIVER OF DEFAULTS OR REMEDIES: No delay on the part of the Bank in the exercise of any right or remedy shall operate as a waiver thereof. No single or partial exercise by the Bank of any right or remedy shall preclude any further exercise of that or any other right or remedy, and no waiver or indulgence by the Bank of any default shall be effective unless in writing and signed by the Bank.


SUBSEQUENT HOLDERS, MULTIPLE BORROWERS, AND GOVERNING LAW: Any reference to the Bank in this Note shall be deemed to include any subsequent holder of this Note. The undersigned Borrower, if more than one, shall be jointly and severally liable hereunder and the term "Borrower" shall mean any one or more of them. This Note will be governed by the substantive laws of the state where the Bank's principal office is located, and any mortgage securing this Note will be governed by the state where the real property subject to the Mortgage is located.


ATTORNEYS' FEES: In the event the Bank is required to collect this Note following its Due Date or the bankruptcy of any maker hereof, the Borrower will pay to the Bank such further amounts as shall be sufficient to cover the costs and expenses incurred in collecting this Note and liquidating any security or guaranties given in support hereof, including reasonable attorneys' fees and expenses required to take such actions in any court, including any bankruptcy court.


FINANCIAL REPORTING: While any amounts are due under this Note, the Borrower agrees to provide to the Bank annual financial statements and such other financial information as the Bank may request.


ARBITRATION


AGREEMENT TO ARBITRATE: The Bank and Borrower agree to submit to binding arbitration all claims, disputes and controversies (whether in tort, contract or otherwise, except "core proceedings" under the U.S. Bankruptcy Code) arising between themselves and their respective employees, officers, directors, attorneys and other agents, which relate in any way without limitation to this Note, including by way of example but not by way of limitation the negotiation, collateralization, administration, repayment, modification, default, termination and enforcement of the loans or credit evidenced by this Note.


RULES GOVERNING ARBITRATION AND SELECTION OF ARBITRATOR: Arbitration under this Agreement will be governed by the Federal Arbitration Act and proceed in the city where the Bank's principal office is located, or such other location as the Bank and Borrower may agree in accordance with the American Arbitration Association's commercial arbitration rules ("AAA Rules"). Arbitration will be conducted before a single neutral arbitrator selected in accordance with AAA Rules and who shall be an attorney who has practiced commercial law for at least ten years.


STATUTES OF LIMITATION, PROCEDURAL ISSUES, COSTS AND FEES: The arbitrator will determine whether an issue is arbitratable and will give effect to applicable statutes of limitation. Judgment upon the arbitrator's award may be entered in any court having jurisdiction. The arbitrator has the discretion to decide, upon documents only or with a hearing, any motion to dismiss for failure to state a claim or any motion for summary judgment. The arbitrator will award costs and expenses in accordance with the provisions of this Note.


DISCOVERY: Discovery will be governed by the rules of civil procedure in effect in the state where the Bank's principal office is located. Discovery must be completed at least 20 days before the hearing date and within 180 days of the commencement of arbitration. Each request for an extension and all other discovery disputes will be determined by the arbitrator upon a showing that the request is essential for the party's presentation and that no alternative means for obtaining information are available during the initial discovery period.


EXCEPTIONS TO ARBITRATION: This Agreement does not limit the right of either party to a) foreclose against real or personal property collateral; b) exercise self-help remedies such as setoff or repossession; or c) obtain provisional remedies such as replevin, injunctive relief, attachment or the appointment of a receiver during the pendency or before or after any arbitration proceeding. These exceptions do not constitute a waiver of the right or obligation of either party to submit any dispute to arbitration, including those arising from the exercise of these remedies. 3
ENVIRONMENTAL INDEMNITY AGREEMENT


This Agreement is made and entered into this 19th day of November, 1996, by and between TRANSCRYPT INTERNATIONAL, INC., a Delaware Corporation which has its principal place of business in Lincoln, Nebraska ("Transcrypt") and NORWEST BANK NEBRASKA, NATIONAL ASSOCIATION, a national banking association which has its principal place of business in Omaha, Nebraska ("Norwest").


Recitals:


A. Transcrypt is the owner of the real estate described as Lot 1, Highlands
Coalition Second Addition, as surveyed, platted, and recorded in
Lancaster County, Nebraska (the "Property").


B. Norwest is loaning the principal sum of One Million Dollars
($1,000,000.00) to Transcrypt to finance the construction of certain
improvements to the Property, which such loan is evidenced by a
Promissory Note of even date executed and delivered by Transcrypt to
and in favor of Norwest (the "Note").


C. The Note is secured by a Deed of Trust and Construction Security
Agreement of even date covering the Property (the "Deed of Trust") under
which Transcrypt is Trustor and Norwest is Trustee and Beneficiary.


D. Norwest has required this Agreement in consideration of and as a
condition of the loan evidenced by the Note.


NOW, THEREFORE, in consideration of the foregoing Recitals, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Transcrypt hereby agrees, covenants, and represents to Norwest as follows:


1. For purposes of this Agreement, "Pollutant" shall mean any pollutant, contaminant, solid waste, or hazardous or toxic waste, substance, or material defined as such under the Resource Conservation and Recovery Act (42 U.S.C. Sections 6901, et seq.), the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. Sections 9601, et seq.), or any other federal, state, or local environmental law, statute, code, rule, regulation, order, decree, or ordinance.


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