PROMISSORY NOTE TO: LOAN AND SECURITY AGREEMENT NO. 7622 (THE "AGREEMENT")

U.S.  $  2,500,000.00                                        SOUTH  NORWALK,
CONNECTICUT

DATED:  MARCH  31,  1999

FOR  VALUE  RECEIVED,  CHANCELLOR  CORPORATION, a Massachusetts corporation (the
"Borrower"),  hereby  promises  to  pay  to the order of PHOENIXCOR, INC. or its
successors  or  assigns (the "Payee") at its offices located at 65 Water Street,
South  Norwalk,  Connecticut  06854,  or at such other place as the Payee or any
holder  hereof  may  from  time  to time designate, the principal amount of  TWO
MILLION FIVE HUNDRED THOUSAND U.S. DOLLARS ($2,500,000.00), with interest (based
on  a  year  of  360  days  and  30  day  months) on the principal amount hereof
remaining  from  time  to time unpaid, such principal and interest to be paid in
consecutive  monthly  installments until fully paid, in the manner and at a rate
of  interest  per annum as determined and provided in the Agreement. Anything in
this  Note  to  the  contrary  notwithstanding, in the event that any payment of
interest  hereunder  shall exceed the legal limit, such amount in excess of such
limit  shall  be  deemed  a  payment  of  principal  hereunder.

This  Note  evidences  a  loan  by  the Payee to the undersigned pursuant to the
Agreement  indicated above between the undersigned and the Payee as from time to
time  may  be  amended,  restated,  replaced,  supplemented,  substituted for or
renewed,  and  the  holder  of  this  Note  is entitled to the benefits thereof,
including  without  limitation,  the  security interest in the Equipment and the
Leases  granted  therein.  Each  term defined in the Agreement and not otherwise
defined  herein  shall  have  the  same  definition  when  used  herein.

The  principal hereof and accrued interest hereon shall become forthwith due and
payable as provided in the Agreement. Payments hereunder not made when due shall
accrue  late  charges as provided in the Agreement. This Note may not be prepaid
in  whole or in part except as otherwise specifically provided in the Agreement.

The Borrower hereby waives diligence, demand, presentment, protest and notice of
any  kind,  and assents to extensions of the time of payment, release, surrender
or substitution of security, or forbearance or other indulgence, without notice.
No  act  or  omission  of the Payee, including without limitation any failure to
exercise  any  right,  remedy  or  recourse,  shall  be deemed to be a waiver or
release  of  such  right,  remedy  or  recourse.  Any  waiver  or release may be
effected  only  by  a  written  document  executed by Payee and then only to the
extent  specified  therein. The undersigned hereby promises to pay all Attorneys
Fees and Expenses that may be incurred in connection with the enforcement and/or
collection  of  this  Note.

The  undersigned  authorizes  the Payee to insert above as the date of the Note,
the  date  on  which  Payee  disburses  funds  pursuant  to  the  Agreement.

This  Note is freely assignable by the Payee, in whole or in part, and from time
to  time.  All of the terms and provisions of this Note inure to and are binding
upon  the  heirs,  executors,  administrators,  successors,  representatives,
receivers,  trustees  and  assigns  of  the  parties.  None  of  the  rights  or
obligations  of  the Borrower hereunder may be assigned or otherwise transferred
without  the  prior  written  consent  of  the  Payee.

THIS NOTE AND THE LEGAL RELATIONS OF THE PARTIES HERETO SHALL IN ALL RESPECTS BE
GOVERNED  BY  AND  CONSTRUED  IN  ACCORDANCE  WITH  THE  LAWS  OF  THE  STATE OF
CONNECTICUT, WITHOUT REGARD TO PRINCIPLES REGARDING THE CHOICE OF LAW.  BORROWER
HEREBY  CONSENTS  AND SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF
THE  STATE  OF  CONNECTICUT  AND  THE FEDERAL DISTRICT COURT FOR THE DISTRICT OF
CONNECTICUT FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT
OF  ITS  OBLIGATIONS  HEREUNDER, AND EXPRESSLY WAIVES ANY OBJECTIONS THAT IT MAY
HAVE TO THE VENUE OF SUCH COURTS.  BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT TO
TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS NOTE.  Any action
by  Borrower  against  Payee  for  any  cause of action under this Note shall be
brought  within  one  year  after  any  such  cause  of action first arises.  If
requested  by  Payee,  Borrower  agrees  that  prior  to the commencement of any
litigation  regarding  the terms and conditions of this Note, the parties hereto
shall  subject  themselves  to  non-binding  mediation with a qualified mediator
mutually  satisfactory  to  both  parties.

          IN  WITNESS  WHEREOF,  the Borrower by its duly authorized officer has
executed  and  delivered  this  Note  as  of  the  date  first  above  written.
                                   CHANCELLOR  CORPORATION

                                   By:_____________

                                   Name:______________________________

                                   Title:________________________________