PROMISSORY NOTE

FOR VALUE RECEIVED, IFT CORPORATION , a Delaware corporation and RICHARD KURTZ jointly and severally, (“ Borrower”) , jointly and severally, hereby promises to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION ( “Bank” ), at its offices at 190 River Road, Summit, New Jersey 07901, or such other place as Bank shall designate in writing from time to time, the principal sum of TWO MILLION DOLLARS (“2,000,000.00”) (the “Loan” ) or such sum(s) as may be advanced from time to time (each an “Advance” and together the “Advances” ), together with interest thereon as hereinafter provided.

1.     ADVANCES.

1.1        No Obligation .   Borrower acknowledges and agrees that Bank shall have no obligation to make any advances hereunder and that Advances, if any, may or may not be made hereunder in Bank’s sole and absolute discretion. Borrower hereby waives any rights that it may have arising out of any past or present agreement or representation that would require Bank to make any such Advances. This Note shall not be deemed to be a commitment or agreement by Bank to make any advances at any time, and is being executed and delivered by Borrower solely to set forth certain terms and conditions in the event Bank determines, in its sole and absolute discretion, to make any Advances hereunder.

1.2        Record of Advances. Bank may enter in its business records the amount and payment terms of each advance made hereunder. Bank’s records of each such Advance shall, in the absence of manifest error, be conclusively binding upon Borrower. In the event Bank provides confirmation of the terms of any Advance to Borrower, borrower agrees that unless Bank receives a written notification of exception to such statement or notice within ten (10) calendar days after such confirmation is mailed to Borrower, the confirmation shall be deemed an account stated, correct, acceptable and conclusively binding upon Borrower.

1.3        Advance Procedures . Each request for an Advance shall be in writing and shall be accompanied by a Notice of Borrowing Under Note in the form attached hereto as Exhibit A. Each Advance hereunder shall be made by crediting the Borrower’s account number: (on file) (“the Account ”) at Bank. All Advances made by crediting the Account shall be conclusively presumed to have been properly authorized by Borrower. Requests for Advances to be made by any means other than crediting the Account shall be made in writing by Borrower to Bank.

2.     INTEREST RATE . Interest shall be charged on the outstanding principal balance from the date hereof until the full amount of principal due hereunder has been paid at a rate equal to 1-month LIBOR plus TWO AND ONE QUARTER percent (2.25%) per annum ( “LIBOR-Based Rate” ), as determined by Bank prior to the commencement of each Interest Period. Interest shall be calculated daily on the basis of the actual number of days elapsed over a 360 day year. The LIBOR-Based Rte shall remain in effect, subject to the provisions hereof, from and including the first day of the Interest Period to and excluding the last day of the Interest Period for which it is determined.

“LIBOR” means, with respect to each day during each Interest Period, the rate for U.S. dollar deposits of one month maturity as reported on Telerate page 3750 as of 11:00 a.m., London time, on the second London business day before the relevant Interest Period begins (or if not so reported, then as determined by the Bank from another recognized source or interbank quotation.

“Interest Period” means, initially, the period commencing on (and including) the date hereof and ending on (but excluding) the first Payment Date (as hereinafter defined), and thereafter, each period commencing on (and including) the last day of the immediately preceding interest Period and ending on (but excluding) the next Payment Date, provided,(i) any Interest Period that would otherwise end on (but exclude a day which is not a New York business day shall be extended to the next succeeding New York business day, unless such extension would carry such Interest Period into the next month, in which event such Interest Period shall end on (but exclude) the preceding New York business day; (ii) any Interest Period that ends in a month for which there is no day which numerically corresponds to the Payment date shall end on (but exclude) the last New York business day of such month, and (iii) any Interest Period that would otherwise extend the past Maturity date shall end on (but exclude) the Maturity Date.

3.     PAYMENT OF PRINCIPAL AND INTEREST . Interest in the initial Advance from the date hereof through May 31, 2005, shall be due and payable upon execution hereof. Thereafter, all accrued and unpaid interest on the outstanding principal balance shall be due and payable on the first day of each month beginning on July 1, 2005 (each, a “Payment Date” ). The entire unpaid principal amount hereof, together with accrued and unpaid interest thereon and all other amounts payable hereunder shall be due and payable on June 1, 2006 (the “Maturity Date” ).

4.     APPLICATION OF PAYMENTS . Except as otherwise specified herein, each payment or prepayment, if any, made under this Note shall be applied to pay late charges, accrued and unpaid interest, principal, escrows (if any), and any other fees, costs and expenses which Borrower is obligated to pay under this Note, in such order as Bank may elect from time to time in its sole discretion.

5.     TENDER OF PAYMENT . All payments on this Note are payable on or before 2:00 p.m. on the due date thereof, at the office of the Bank specified above and shall be credited on the date the funds become available lawful money of the United States. All sums payable to Bank which are due on a day on which Bank is not open for business shall be paid on the next succeeding business day and such extended time shall be included in the computation of interest.

6.     LATE CHARGE. In the event that any installment of principal or interest required to be made under this Note shall not be received by Bank on or before its due date, Borrower shall pay to Bank, on demand, a late charge of five percent (5%) of such delinquent payment. The foregoing right is in addition to, and not in limitation of, any other rights which Bank may have upon Borrower’s failure to make timely payment of any amount due hereunder.

7.     PREPAYMENTS .

7.1        Voluntary Prepayment. The Loan may be prepaid, in whole or in part, at any time and from time to time without premium or penalty.

7.2        Mandatory Prepayment . Upon receipt of cash proceeds from any capital contribution or any sale of issuance of IFT Corporation equity, the Net Equity Proceeds thereof shall be paid to Bank and applied in accordance with Section 4. “Net Equity Proceeds” shall mean, with respect to each issuance or sale of any equity or any capital contribution, the cash proceeds (net of reasonable costs associated therewith) received from the sale or issuance of equity or capital contribution.

8.     SECURITY FOR THE NOTE. Borrower hereby grants to Bank a continuing security interest in all property of Borrower now or hereafter in the possession of Bank, as security for the payment of this Note and any other liabilities of Borrower to Bank, which security interest shall be enforceable and subject to all the provisions of this Note, as if such property were specifically pledged hereunder.

9.     DEFAULT RATE. From and after the Maturity Date or from and after the occurrence of an Event of Default hereunder, irrespective of any declaration of maturity, all amounts remaining unpaid or thereafter accruing hereunder, shall, at Bank’s option, bear interest at a default rate of four percent (4%) per annum above the interest rate then in effect as set forth herein (the “Default Rate” ), or the highest permissible rate under applicable usury law, whichever is less. Such default rate of interest shall be payable upon demand, but in no event later than when scheduled interest payments are due, and shall also be charged on the amounts owed by Borrower to Bank pursuant to any judgments entered in favor of Bank with respect to this Note.

10.          REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Bank as follows:

10.1       Organization, Powers . Each Borrower (i) is (a) an adult individual and is sui   juris , or (b) a corporation, general partnership, limited partnership, limited liability company (as indicated below), duly organized, validly existing and in good standing under the laws of the state or its organization, and is authorized to do business in each other jurisdiction wherein its ownership of property or conduct of business legally requires such authorization; (ii) has the power and authority to own its properties and assets and to carry on its business as now being conducted and as now contemplated; and (iii) has the power and authority to execute, deliver and perform, and by all necessary action has authorized the execution and delivery and performance of, all of its obligations hereunder.

10.2       Execution . This Note has been duly executed and delivered by Borrower. Execution, delivery and performance hereof will not: (i) violate any of Borrower’s organizational documents, provision of law, order of any court, agency or other instrumentality of government, or any provision of any indenture, agreement or other instrument to which it is a party or by which it or any of its properties is bound; (ii) result in the creation or imposition of any lien, charge or encumbrance of any nature, other than the liens created hereby; and (iii) require any authorization, consent, approval, license, exemption of, or filing or registration with, any court or governmental authority.

10.3       Obligations of Borrower . This Note is the legal, valid and binding obligation of Borrower, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws or equitable principles relating to or affecting the enforcement of creditors’ rights generally. Borrower is obtaining the Loan for commercial purposes.

10.4       Litigation. There is no action, suit or proceeding at law or in equity or by or before any governmental authority, agency or other instrumentality now pending or, to the knowledge of Borrower, threatened against or affecting Borrower or any of its properties or rights which, if adversely determined, would mentally impair or affect: (i) the value of any collateral securing this Note; (ii) Borrower’s right to carry on its business substantially as now conducted (and as now contemplated); (iii) its financial condition; or (iv) its capacity to consummate and perform its obligations hereunder.

10.5       No Defaults.   Borrower is not in default in the performance, observance or fulfillment of any of the obligation, covenants or conditions contained herein or in any material agreement or instrument to which it is a party or by which it or any of its properties is bound.

10.6       No Untrue Statements. Neither this Note nor any other document, certificate or statement furnished to Bank by or on behalf of Borrower contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading. Borrower acknowledges that all such statements, representations and warranties shall be deemed to have been relied upon by Bank as an inducement to make the Loan to Borrower.

11.     COVENANTS .

11.1       Minimum Tangible Net Worth . Borrower shall maintain, at all times throughout the term of the Loan (which covenant shall be tested annually at the time of submission of the financial statements described below), a minimum Tangible Net Worth of at least $100,000,000. “Tangible Net Worth” means, at any date, (i) the aggregate amount at which all assets of Borrower would be shown on a balance sheet at such date after deducting all assets properly classified as intangible assets (including, without limitation, goodwill, franchises, licenses, patents, trademarks, trade names, copyrights, service marks and brand names), less (ii) the aggregate amount of indebtedness, liabilities and reserves of Borrower, excluding debt fully subordinated to Bank on terms and conditions acceptable to Bank.

11.2       Minimum Liquid Assets . Borrower shall maintain, at all times throughout the term of the Loan (which covenant shall be tested at the end of each calendar quarter), minimum Liquid Assets of at least $4,000,000. “Liquid Assets” means (i) cash and cash equivalents; (ii) state and municipal obligations; (iii) marketable securities having a share price of not less than $10.00 and an average daily volume of not less than 1,000,000 shares traded on the NYSE, AMEX or NASDAQ; (iv) deferred annuities, and (v) vested interests in profit sharing plans.

11.3       Minimum Portfolio Net Operating Income. Borrower shall maintain Portfolio Operating Income of not less than $25,000,000, measured annually. “ Net Operating Income ” means all income from an income-producing real estate entity minus cash operating expenses (excluding depreciation, amortization and mortgage debt interest expense). “Portfolio” means all income-producing real estate entities in which Mr. Kurtz maintains a financial interest.

11.4       Minimum Net Cash Flow to Borrower . Borrower shall maintain Net Cash Flow to Borrower of not less than $4,500,000, measured annually. “Net Cash Flow to Borrower” means the sum of the products of Net Cash Flow for each income-producing real estate