PROMISSORY NOTE

THIS PROMISSORY NOTE SUPERSEDES AND REPLACES IN ITS ENTIRETY THAT CERTAIN PROMISSORY NOTE FROM BORROWER PAYABLE TO BANK DATED AS OF DECEMBER 27, 2007 IN THE STATED PRINCIPAL AMOUNT OF $6,000,000.00.

THIS PROMISSORY NOTE IS NOT SECURED BY REAL PROPERTY SITUATED IN THE STATE OF FLORIDA.  FLORIDA DOCUMENTARY STAMP TAX IN THE AMOUNT OF $2,450.00 HAS BEEN PAID DIRECTLY TO THE FLORIDA DEPARTMENT OF REVENUE.

PROMISSORY NOTE

$3,000,000.00                                                                   September 30, 2009

TECHNOLOGY RESEARCH CORPORATION

5250 140 th Avenue North

Clearwater, Florida  34620

WACHOVIA BANK, NATIONAL ASSOCIATION

225 Water Street

Jacksonville, Florida  32202

Borrower promises to pay to the order of Bank, in lawful money of the United States of America by mailing to the address specified hereinafter or wherever else Bank may specify, the sum of THREE MILLION AND NO/100 DOLLARS ($3,000,000.00) or such sum as may be advanced and outstanding from time to time, with interest on the unpaid principal balance at the rate and on the terms provided in this Promissory Note (including all renewals, extensions or modifications hereof, this "Note").

LOAN AGREEMENT.   This Note is subject to the provisions of that certain Loan Agreement between Bank and Borrower dated as of December 27, 2007, as mended by that certain First Amendment to Amended and Restated Loan Agreement dated as of even date herewith, as modified from time to time (the "Loan Agreement").

LINE OF CREDIT.   Borrower may borrow, repay and reborrow, and, upon the request of Borrower, Bank shall advance and readvance under this Note from time to time (each an "Advance" and together the "Advances"), so long as the total principal balance outstanding   under this   Note at any one time does not exceed the principal amount stated on the face of this   Note, subject to the limitations described in any loan agreement to which this Note is subject.  Bank's obligation to make Advances under this   Note shall terminate if a Default (as defined herein) occurs as of the date of each proposed Advance, Borrower shall be deemed to represent that each representation made in the Loan Documents is true as of such date.   30-Day Payout.   During the term of the Note, Borrower agrees to pay down the outstanding balance to a maximum of $1,000.00 for 45 consecutive days annually.

If Borrower subscribes to Bank's cash management services and such services are applicable to this line of credit, the terms of such service shall control the manner in which funds are transferred between the applicable demand deposit account and the line of credit for credit or debit to the line of credit.

USE OF PROCEEDS.   Borrower shall use the proceeds of the loan evidenced by this Note for the commercial purposes of Borrower, as follows:  for short term working capital, standby letters of credit, and general corporate purposes.

INTEREST RATE.   Interest shall accrue on the unpaid principal balance of this Note from the date hereof at the LIBOR Market Index Rate plus the applicable spread as set forth in the pricing matrix set forth below, as that rate may change from day to day in accordance with changes in the LIBOR Market Index Rate ("Interest Rate"). "LIBOR Market Index Rate", for any day, means the rate for 1 month U.S. dollar deposits as reported on Telerate Successor Page 3750 as of 11:00 a.m., London time, on such day, or if such day is not a London business day, then the immediately preceding London business day (or if not so reported, then as determined by Bank from another recognized source or interbank quotation).

From the date hereof through December 31, 2009, the Interest Rate shall be the LIBOR Market Index Rate plus 2.10%.  Thereafter, on a quarterly basis, the Interest Rate will be governed by the pricing matrix set forth below, and will be effective on the first day of the fiscal quarter following receipt of the Periodic Financial Statements information as required in the Loan Agreement.  If the Periodic Financial Statements are not received by the due dates specified, the applicable LIBOR Spread shall be 270 basis points and the Availability Fee shall be 12.5 basis points.

DEFAULT RATE.   In addition to all other rights contained in this Note, if a Default (as defined herein) occurs and as long as Default continues, all outstanding Obligations, other than Obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time) between Borrower and Bank or its affiliates, shall bear interest at the Interest Rate plus 3% ("Default Rate").  The Default Rate shall also apply from demand until the Obligations or any judgment thereon is paid in full.

INTEREST AND FEE(S) COMPUTATION(ACTUAL/360).   Interest and fees, if any, shall be computed on the basis of a 360-day year for the actual number of days in the applicable period ("Actual/360 Computation").  The Actual/360 Computation determines the annual effective interest yield by taking the stated (nominal) rate for a year's period and then dividing said rate by 360 to determine the daily periodic rate to be applied for each day in the applicable period.  Application of the Actual/360 Computation produces an annualized effective rate exceeding the nominal rate.

REPAYMENT TERMS.   This Note shall be due and payable in consecutive monthly payments of accrued interest only, commencing on October 15, 2009, and continuing on the same day of each month thereafter until September 30, 2011 when this Note shall be due and payable in full, including all principal and accrued interest.

AUTOMATIC DEBIT OF CHECKING ACCOUNT FOR LOAN PAYMENT .  Borrower authorizes Bank to debit demand deposit account number 2174468035790 or any other account with (routing number 063107513) designated in writing by Borrower for any payments due under this Note.  Borrower further certifies that Borrower holds legitimate ownership of this account and preauthorizes this periodic debit as part of its right under said ownership.

AVAILABILITY FEE.  Borrower shall pay to Bank quarterly an availability fee equal to the percentage per annum as set forth in the pricing matrix set forth above on the difference between (i) the face amount of this Note and (ii) the outstanding principal balance of this Note plus the face amount of any standby letters of credit issued under this Note, for each day during the preceding calendar quarter or portion thereof, commencing on September 30, 2009 and continuing on the same day of each quarter thereafter, with a final payment due and payable on the date that all principal and accrued interest is paid in full. 

APPLICATION OF PAYMENTS.   Monies received by Bank from any source for application toward payment of the Obligations shall be applied to accrued interest and then to principal.  Upon the occurrence of a default in the payment of the Obligations or a Default (as defined in the other Loan Documents) under any other Loan Document, monies may be applied to the Obligations in any manner or order deemed appropriate by Bank.

If any payment received by Bank under this Note or other Loan Documents is rescinded, avoided or for any reason returned by Bank because of any adverse claim or threatened action, the returned payment shall remain payable as an obligation of all persons liable under this Note or other Loan Documents as though such payment had not been made.

DEFINITIONS.  Loan Documents.   The term "Loan Documents", as used in this Note and the other Loan Documents, refers to all documents executed in connection with or related to the loan evidenced by this Note and any prior notes which evidence all or any portion of the loan evidenced by this Note, and any letters of credit issued pursuant to any loan agreement to which this Note is subject, any applications for such letters of credit and any other documents executed in connection therewith or related thereto,   and may include, without limitation, a commitment letter that survives closing, a loan agreement, this Note, guaranty agreements, security agreements, security instruments, financing statements, mortgage instruments, any renewals or modifications, whenever any of the foregoing are executed, but does not include swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time).   Obligations.   The term "Obligations", as used in this Note and the other Loan Documents, refers to any and all indebtedness and other obligations under this Note, all other obligations under any other Loan Document(s), and all obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time) between Borrower and Bank, or its affiliates, whenever executed.   Certain Other Terms.   All terms that are used but not otherwise defined in any of the Loan Documents shall have the definitions provided in the Uniform Commercial Code.

LATE CHARGE.   If any payments are not timely made, Borrower shall also pay to Bank a late charge equal to 5% of each payment past due for 10 or more days.  This late charge shall not apply to payments due at maturity or by acceleration hereof. ›

Acceptance by Bank of any late payment without an accompanying late charge shall not be deemed a waiver of Bank's right to collect such late charge or to collect a late charge for any subsequent late payment received.

ATTORNEYS' FEES AND OTHER COLLECTION COSTS.   Borrower shall pa