$ 6,000,000 August 1, 1995
FOR VALUE RECEIVED, the undersigned ("Maker") hereby promises to pay to the order of Cardkey
Systems, Inc., an Oregon corporation ("Cardkey US"), or its transferee(s) (the "Payee"), c/o Arrow Lock
Manufacturing Company, 103-00 Foster Avenue, Brooklyn, New York 11236, or at such other place as the
Payee may specify in writing, in lawful money of the United States of America, the principal sum of six million
dollars and no cents ($6,000,000.00), subject to adjustment as provided below.
This note is being issued in connection with that certain Purchase Agreement, dated June 20, 1995, among
Amtech Corporation, a Texas corporation ("Amtech"), Payee, and Cardkey Systems, Ltd., a United Kingdom
corporation, Cardkey Sicherheitssysteme GmbH, a German corporation, and Assa Abloy AB, a Swedish
This note will be non-interest bearing; provided, that, this note will bear interest from and after the occurrence of
an Event of Default at the rate of interest equal to the rate of interest being paid with respect to six month U.S.
Treasury bills, as reported in the Wall Street Journal on the date of such Event of Default (the "default interest
rate"). The default interest rate shall be adjusted semi-annually.
The principal of this note shall be due and payable in two installments of $3.0 million, one of which is payable on
March 31, 1997, and one of which is payable on March 31, 1998; provided, that, Maker may at its option, in
lieu and in complete satisfaction of the aforesaid 1998 payment, make a payment of $2.0 million on March 31,
Payments under this note are secured by that certain Escrow Agreement (the "Escrow Agreement"), dated on or
about the date hereof, among Maker, Shareholder, and Bank One, Texas, N.A., as escrow agent and are
guaranteed by that certain Guaranty executed by Amtech ("Guarantor"), dated on or about the date hereof.
Maker may prepay the principal of this note in whole or in part at any time and from t