Installment Note

INSTALLMENT NOTE


$2,000,000.00 Melville, New York
November 3, 1998


FOR VALUE RECEIVED, THE UNDERSIGNED promises to pay to the order of Marine Midland Bank ('Bank'), on January 28, 1999 at its Broadhollow Road office in Melville, New York or, at the holder's option, at such other place as may be designated from time to time by the holder, the principal sum of Two Million and 00/100 Dollars ($2,000,000.00) in lawful money of the United States of America. This Note shall bear interest until maturity (whether by acceleration or otherwise) at a per annum rate equal to 7.72%. Interest shall be payable monthly, on the 1st day of each month, and on the date the principal balance is paid in full. After maturity, whether by acceleration or otherwise, this Note shall bear interest at a per annum rate equal to the rate of interest hereinbefore specified plus 3%. In no event shall the rate of interest on this Note exceed the maximum rate authorized by applicable law. Interest will be calculated for each day at 1/360th of the applicable per annum rate, which will result in a higher effective annual rate.


The undersigned shall have the right to prepay at any time all or any portion of the principal indebtedness evidenced by this Note, together with accrued interest on the principal so prepaid to the date of such prepayment, provided that any partial prepayment shall not affect the undersigned's obligation to continue making the installment payments provided for in this Note, and provided, further, that in the event there is a partial or complete prepayment of this Note for any reason, including, without limitation, as a result of acceleration upon default, the undersigned shall pay to the holder a break funding charge in an amount sufficient for the Bank to invest in U.S. Treasury obligations with maturities as close to the relevant maturity date as are reas ...