LYNCH CORP
EX-10.(II) PROMISSORY NOTE DATED 11-21-02
<DOCUMENT>
<TYPE>EX-10.(II)
<SEQUENCE>4
<FILENAME>b49004lcexv10wxiiy.txt
<DESCRIPTION>EX-10.(II) PROMISSORY NOTE DATED 11-21-02
<TEXT>
<PAGE>
                                                                 Exhibit 10 (ii)
                                 PROMISSORY NOTE

                                                                October 21, 2002

         FOR VALUE RECEIVED, the undersigned promises to pay to the order of
Yankton Area Progressive Growth, Inc. of P. O. Box 588, Yankton, SD 57078, the
principal sum of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00),
with no interest thereon for thirty (30) months with principal payments due as
follows: November 1, 2003, the sum of $100,000; November 1, 2004, the sum of
$100,000; and April 21, 2005, the sum of $50,000.

         The maker, surety, endorser and guarantor of this Note hereby waives
presentment for payment, notice of nonpayment, protest, and notice of protest,
and consent that time of payment may be extended without notice thereof.

         In the event a default should occur in the payment of any installment
due under this Note, or in the performance of any other agreement in this Note,
then and in any such event, this Note shall become immediately due and payable
at the option of the holder hereof.

                                             M-Tron Industries, Inc.

                                             By: /s/ Robert Zylstra
                                                 ---------------------------
                                                 Robert Zylstra
                                                 Its President


</TEXT>
</DOCUMENT>
