AMERICAN CAPITAL STRATEGIES, LTD.
SENIOR PROMISSORY NOTE
$5,000,000 December 30, 1998
FOR VALUE RECEIVED, the undersigned, AMERICAN CAPITAL STRATEGIES, LTD., a Delaware
corporation (the "Company"), hereby promises to pay to US INTEGRATION SERVICES, INC., a Delaware
corporation or its registered assigns (the "Holder"), the principal sum of FIVE MILLION DOLLARS
($5,000,000), with interest thereon on the principal amount outstanding at a rate equal to Seven and 75/100
percent (7.75%) per annum (the "Interest Rate").
This Senior Promissory Note (the "Note") is made upon and is subject to the following terms and conditions:
All accrued interest under this Note shall be due and payable monthly in arrears commencing on January 31,
1999, followed by payments on February 28, 1999 and March 31, 1999. Interest payments shall be calculated
on the basis of a 360 day year of twelve 30-day months, and the actual days elapsed.
The outstanding principal, all accrued but unpaid interest and all other charges payable under this Note shall be
due and payable in full on March 31, 1999 (the "Maturity Date"), or on such earlier date on which this Note may
fall due as a result of acceleration.
Payments of principal of, interest on and any premium with respect to this Note are to be made in lawful money
of the United States of America by check mailed and addressed to the registered Holder at 300 Delaware Ave.
Suite 900 Wilmington, DE 19801 or, at the option of the Holder, in such manner and at such other place in the
United States of America as the Holder hereof shall have designated to the Company in writing. If any payment
hereunder becomes due and payable on a day other than a Business Day, the time for payment shall be extended
to the next succeeding Business Day.
Holder may, at his option, prepay this Note, in whole or in part, at any time without premium or penalty.
Notwithstanding any provision to the contrary in this Note or any other agreement between the Holder and the