PROMISSORY NOTE

$176,419.00                                                  March 1, 1996

     For value received, the undersigned, AMERIDYNE CORPORATION, a Tennessee
corporation ("Maker"), hereby promises to pay to the order of SCOTT F.
LOCHRIDGE, an individual ("Holder"), at such place as Holder may designate, in
lawful money of the United States of America, the principal sum of
$176,419.00, plus interest thereon at the rate of ten percent (10%) per annum,
in thirty-six (36) equal monthly installments of $5,692.55 each, payable on
the first day of each consecutive month beginning April 1, 1996.    

     If the date of payment of this Note falls on a Saturday, Sunday or public
holiday under the laws of the State of Tennessee, such payment date shall be
extended to the next business day.

     The occurrence and continuation of any one of the following events
("Event of Default") shall constitute a default hereunder:  (i) Maker fails
promptly to pay any principal hereof or accrued and unpaid interest hereunder
on demand by Payee; (ii) Maker makes an assignment for the benefit of
creditors, files a petition in bankruptcy, is adjudicated insolvent or
bankrupt, petitions a court for the appointment of a receiver or trustee for
him or any substantial part of his property, commences any proceeding relating
to Maker under any arrangement or debt readjustment law or statute of any
jurisdiction whether now or hereafter in effect, or there is commenced against
Maker any such proceeding which is not dismissed within sixty (60) days
following the commencement thereof; or (iii) Maker by any act indicates
consent to, approval of or acquiescence in any such proceeding or the
appointment of a receiver or trustee for Maker or any substantial part of
Maker's  property, or suffers any such receivership or trusteeship to continue
for at least sixty (60) days.

     If an Event of Default shall occur hereunder and be continuing for ten
(10) days after receiving notice hereunder from Holder, then, at the option of
Holder, Holder may, by written notice to Maker, declare this Note to be due
and payable in full, whereupon the same shall become forthwith due and payable
without presentment, demand, protest or other notice of any kind.  The rights,
remedies, powers and privileges provided for herein are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law. 

     If this Note is not paid in accordance with the terms hereof, Maker
promises to pay all costs of collection, including, but not limited to,
reasonable attorneys' fees.

     Maker at any time or from time to time may prepay all or any portion of
the outstanding principal balance of this Note (together with accrued interest
thereon through the date of such prepayment) without penalty or premium.

     Maker expressly waives presentment, protest and demand, notice of
protest, demand and dishonor and nonpayment of this Note and all other notices
of any kind.  To the fullest extent permitted by law, the defense of the
statute of limitations in any action on this Note is waived by the
undersigned.

     This Note has been executed and delivered in the State of Tennessee and
is to be governed by and construed according to the laws thereof without
giving effect to any principles of conflicts of laws, except to the extent
that such laws are preempted by federal law.

     No single or partial exercise of any power hereunder shall preclude other
or further exercise thereof or the exercise of any other power.  No delay or
omission on the part of Holder in exercising any right hereunder shall operate
as a waiver of such right or of any other right under this Note.  Acceptance
of any sum by Holder that is less than full payment shall not be construed as
a waiver of any default in the payment of this Note.

     This Note shall be binding upon Maker and its successors and assigns and
shall inure to the benefit of Holder and its successors and assigns.

     This Note may not be changed orally, but only by an instrument in writing
executed by Maker and Holder.

     All agreements between Maker and Holder are expressly limited so that in
no contingency or event whatsoever, whether by reason of advancement of the
proceeds hereof, acceleration of maturity of the unpaid principal balance
hereof, or otherwise, shall the amount paid or agreed to be paid to Holder for
the use, forbearance or detention of the money to be advanced hereunder exceed
the highest lawful rate permissible under applicable usury laws.  If, from any
circumstances whatsoever, fulfillment of any provision hereof, at the time
performance of such provision shall be due, shall involve transcending the
limit of validity prescribed by law that a court of competent jurisdiction may
deem applicable hereto, then ipso facto, the obligation to be fulfilled shall
be reduced to the limit of such validity, and if from any circumstances Holder
shall ever receive as interest an amount that would exceed the highest lawful
rate, such amount that would be excessive interest shall be applied to the
reduction of the unpaid principal balance due hereunder and not to the payment
of interest.

     Where the context so requires, the singular shall be construed to include
the plural and the plural the singular.

     IN WITNESS WHEREOF, the undersigned has caused this Promissory Note to be
executed and delivered as of the date first set forth above.

                                   AMERIDYNE CORPORATION

                                   
                                   By:--------------------------------------- 
                                                        
                                   Its:--------------------------------------