PROMISSORY NOTE

FOR VALUE RECEIVED, BARRY HERTZ, TRACK DATA CORPORATION , a Delaware corporation , SILVER POLISH, LLC , a New Jersey limited liability company, and ISAAC GENUTH , for purposes of this Agreement having an address  c/o Steven Pfeffer, Esq., 2105 West County Line Road, Jackson, New Jersey 08527 (jointly and severally, (singly by name, and collectively, jointly and severally, the “Borrowers”), hereby promises to pay without defalcation or offset to the order of SOVEREIGN BANK , having an office at 619 Alexander Road, Princeton, New Jersey 08540, and its successors and assigns (“Lender”), in lawful money of the United States of America in immediately available funds, the principal sum of FOUR MILLION, THREE HUNDRED FORTY TWO THOUSAND, NINE HUNDRED TWENTY SEVEN AND 00/100 ($4,342,927.00) DOLLARS , together with interest according to the following terms and conditions.

(A)           The sum of $542,927.00 shall be paid to Lender on or before June 15, 2009 unless within ten (10 days from the date hereof, the Borrowers demonstrate to the Lender that Borrowers have delivered to the Township of Lakewood, ocean county, New Jersey as beneficiary (“Beneficiary”), an irrevocable standby letter of credit issued by a commercial bank having capital and surplus of not less that $100,000,000 in substantially the same form annexed hereto as Exhibit “A” in the face amount of $542,927 (the ”Replacement LC”) coupled with a written request to the Beneficiary to accept the Replacement LC in substitution of the Lender’s existing Amendment #1 to Irrevocable Standby Letter of Credit No. 3844 dated July 8, 2008 (the “Amended LC”), a copy of which is annexed hereto as Exhibit “B ” and made a part hereof, in which case, and only in which case, the payment of the $542,927.00 shall be deferred until July 17, 2009, TIME BEING OF THE ESSENCE AS TO ALL DATES HEREIN . Even if the Beneficiary fails or refuses to accept the Replacement LC in substitution of the Amended LC, for any reason or no reason, Borrowers shall nevertheless pay the sum  of $542,927.00 to lender no later that 3:00 P.M. prevailing time on July 17, 2009.

(B)           The balance due Lender under this Note shall be due and payable, if not sooner paid, on November 7, 2009, TIME BEING OF THE ESSENCE , (the “Maturity Date”) at which time all remaining principal and accrued interest, if any, and all other sums owing under this Note shall be due and payable in full.

2.            Interest.   The rate of interest on the principal balance due on this Note shall be ten percent (10.0%) per annum. Provided Borrowers are free from default hereunder and under the “Yomah Agreement” (hereinafter defined), Lender agrees to waive any interest payable on said amounts. However, in the event Borrowers default under the “Yomah Agreement” (hereinafter defined) or fail to make any principal payment required hereunder when due, then interest at the aforementioned rate shall accrue on all unpaid amounts from the date of this Note until all sums due Lender hereunder are paid in full. Interest shall be computed on the basis of a 360 day year but shall be charged for the actual number of days elapsed.

3.            Application of payments.   Payments received under this Note (including prepayments) shall be applied first to principal and then to interest. The making of any prepayment shall not change the Maturity Date or the date payments referenced in Section 1(A) are due.

4.            Prepayments .  Prepayment of the sums due lender under this Note are permitted at any time without penalty or premium.

5.            Place and manner of Payment .  Payments under this Note are to be made in immediately available funds at the offices of Lender listed in this Note or at such other location designated by lender.

6.            Credits for Unit Release Fees .  Borrowers have been afforded the right to secure “Unit Releases” pursuant