Installment Note

EXHIBIT 10.5

INSTALLMENT NOTE (SECURED)


$500,000.00 CHICAGO, ILLINOIS OCTOBER 1, 1998
DUE: MARCH 31, 2004


FOR VALUE RECEIVED, the undersigned (jointly and severally if more than one) ("Borrower"), promises to pay to the order of AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO ("Bank"), at its principal place of business in Chicago, Illinois or such other place as Bank may designate from time to time hereafter, the principal sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS, which sum shall be due on March 31, 2004, and shall be payable in successive monthly installments of principal and interest in the aggregate amount of $9,841.73; with the final installment equal to the balance of all amounts due hereunder. The first installment shall be due on the last day of October, 1998, ant successive installments shall be paid on the same day of each month, thereafter until paid.


This Note restates and replaces a Promissory Note (Secured) in the principal amount of $350,000.00, dated July 15, 1998 executed by Borrower in favor of Bank (the "Prior Note") and is not a replacement or novation of the Prior Note.


Borrower's obligations ant liabilities to Bank under this Note, and all other obligations and liabilities of Borrower to Bank (including without limitation all debts, claims and indebtedness) whether primary, secondary, direct, contingent, fixed or otherwise, including those evidenced in rate hedging agreements designed to protect the Borrower from the fluctuation of interest rates, heretofore now and/or from time to time hereafter owing, due or payable, however evidenced, created, incurred, acquired or owing and however arising, whether under this Note, any agreement, instrument or document heretofore, now or from time to time hereafter executed and delivered to Bank by or on behalf of Borrower, or by oral agreement or operation of law or otherwise shall be defined ant referred to herein as "Borrower's Liabilities."


The unpaid principal balance of Borrower's Liabilities due hereunder shall bear interest from the date of disbursement until paid, computed at a daily rate equal to the daily rate equivalent of 6.75% per annum (computed on the basis of a 360-day year and actual days elapsed); PROVIDED, HOWEVER, that in the event that any of Borrower's Liabilities are not paid when due, the unpaid amount of Borrower's Liabilities shall bear interest after the due date until paid at a rate equal to the sum of the rate that would otherwise be in effect plus 3%.


Borrower warrants and represents to Bank that Borrower shall use the proceeds represented by this Note solely for proper business purposes and consistently with all applicable laws and statutes.


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To secure the prompt payment to Bank of Borrowers Liabilities and the prompt, full and faithful performance by Borrower of all of the provision. to be kept, observed or performed by Borrower under this Note and/or any other agreement, instrument or document heretofore, now and/or from time to time hereafter delivered by or on behalf of Borrower to Bank, Borrower grants to Bank a security interest in and to the following property: (a) all of Borrower's now existing and/or owned and hereafter arising or acquired monies, reserves, deposits, deposit accounts and interest dividends thereon, securities , cash, cash equivalent and other property now or at any time or times hereafter in the possession or under the control of Bank or its bailed for any purpose; (b) ALL BUSINESS ASSETS OF BORROWER, PURSUANT TO LOAN AND SECURITY AGREEMENT DATED JULY 15, 1998. AS AMENDED FROM TIME TO TIME, BY AND BETWEEN BORROWER AND BANK; and (c) all substitutions, renewals, improvements, accessions or additions therein, replacements, offspring, rents, issues, profits, returns, products and proceeds thereof, including without limitation proceeds of insurance policies insuring the foregoing collateral (all of the foregoing property is referred to herein individually and collectively as "Collateral").


Regardless of the adequacy of the Collateral, any deposits or other sums at any time credited by or payable or duo from Bank to Borrower, or any monies, cash, cash equivalents, securities, instruments, documents or over assess of Borrower in the possession or control of Bank or its Bailee for any purpose, may be reduced to cash and applied by Bank to or setoff by Bank against Borrower's Liabilities.


Borrower agrees to deliver to Bank immediately upon Bank's demand, such additional collateral as Bank may request from time to time should the value of the Collateral (in Bank's sole and exclusive opinion) decline, deteriorate, depreciate or become impaired, or should Bank deem itself insecure for any reason whatsoever, including without limitation a change in the financial condition of Borrower or any party liable with respect to Borrower's Liabilities, and does hereby gran ...