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Term Loan C Note

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Sectors: Telecommunications
Governing Law: Pennsylvania, View Pennsylvania State Laws
Effective Date: March 25, 2003
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Executed as of the 25th day of March, 2003. No.___________


Amount $2,500,000


FOR VALUE RECEIVED, the Undersigned (jointly and severally, if more than one) promises to pay to the order of LASALLE BUSINESS CREDIT, LLC, a Delaware limited liability company (successor-by-merger to LaSalle Business Credit, Inc.), as agent for Standard Federal Bank National Association (hereinafter, together with any holder hereof, called "Lender"), at the office of Lender, located at 1735 Market Street, 6th Floor, Philadelphia PA 19103, the principal sum of Two Million Five Hundred Thousand Dollars ($2,500,000). The Undersigned (jointly and severally, if more than one) further promises to pay interest on the outstanding principal amount hereof at the rates provided in the Loan Agreement from the date hereof until payment in full hereof.


This Term Loan C Note ("Note") evidences Undersigned's joint and several, absolute and unconditional obligation to repay Term Loan C and is issued in connection with and was delivered pursuant to that certain Amendment No. 1 to Loan and Security Agreement, dated as of the date hereof (the "Amendment"), among Lender and the Undersigned which amends that certain Loan and Security Agreement, dated as of August 14, 2002, among Lender and the Undersigned, as it has been and may hereafter be amended, modified, restated or replaced from time to time (including, without limitation, by the Amendment), together with all exhibits thereto, among Lender and the Undersigned (the "Loan Agreement"), and is entitled to all of the benefits and security of the Loan Agreement. All of the terms, covenants and conditions of the Loan Agreement and the Other Agreements are hereby made a part of this Note and are deemed incorporated herein in full. All terms which are capitalized and used herein (which are not otherwise defined herein) shall have the meaning ascribed to such term in the Loan Agreement.


Principal hereunder and accrued interest hereon shall be payable pursuant to the terms of the Loan Agreement. Notwithstanding the foregoing, the entire unpaid principal balance and accrued interest on this Note shall be due and payable immediately upon termination of the Loan Agreement pursuant to Section 10 thereof or upon acceleration of the Liabilities pursuant to Section 16 thereof.


The Undersigned (and each one of them, if more than one) hereby authorizes Lender to charge any account of the Undersigned (and each one of them, if more than one) for all sums due hereunder. If payment hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day, and interest shall be payable thereon at the rate specified during such extension.


Credit shall be given for payments made in the manner and at the times provided in the Loan Agreement. It is the intent of the parties that the rate of interest and other charges to the Undersigned under this Note shall be lawful; therefore, if for any reason the interest or other charges payable hereunder are found by a court of competent jurisdiction, in a final determination, to exceed the limit which Lender may lawfully charge the Undersigned, then the obligation to pay interest or other charges shall automatically be reduced to such limit and, if any amount in excess of such limit shall have been paid, then such amount shall be refunded to the Undersigned.


The principal and all accrued interest hereunder may be prepaid by the Undersigned, in part or in full, at any time, subject to any applicable terms and conditions contained in the Loan Agreement.


Upon the occurrence and during the existence of an Event of Default, Lender shall have all of the rights and remedies set forth in the Loan Agreement and the Other Agreements.


The Undersigned (and each one of them, if more than one) waives the benefit of any law that would otherwise restrict or limit Lender in the exercise of its right, which is hereby acknowledged, to set-off against the Liabilities, without notice and at any time hereafter, any indebtedness matured or unmatured owing from Lender to the Undersigned (or any one of them). The Undersigned (and each one of them, if more than one) waives every defense, counterclaim or setoff which the Undersigned (or any one of them) may now have or hereafter may have to any action by Lender in enforcing this Note and/or any of the other Liabilities, or in enforcing Lender's rights in the Collateral and ratifies and confirms whatever Lender may do pursuant to and in accordance the terms hereof and of the Loan Agreement and with respect to the Collateral and agrees that Lender shall not be liable for any error in judgment or mistakes of fact or law (excluding any error in judgment or mistakes of fact or law arising from the gross negligence or willful misconduct
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