Second Amended and Restated Commercial Promissory Note

FOR VALUE RECEIVED, the undersigned (whether one or more, "Borrower") promises to pay to RBC BANK (USA) (formerly known as RBC Centura Bank) ("Bank"), or order, the sum of Two Million Five Hundred Thousand Dollars ($2,500,000.00), or so much thereof as shall have been disbursed from time to time and remains unpaid, together with interest at the rate and payable in the manner hereinafter stated. Principal and interest shall be payable at any banking office of Bank in the city or town indicated above, or such other place as the holder of this Note may designate.

THIS IS AN AMENDED AND RESTATED COMMERCIAL PROMISSORY NOTE and amends and replaces in all respects and in its entirety that certain Amended and Restated Commercial Promissory Note dated May 31, 2006 in the original amount of up to Two Million Dollars ($2,000,000.00) from Borrower to the order of Bank, as modified by that certain Fifth Modification Agreement dated May 31, 2006, that certain Sixth Modification Agreement dated May 31, 2007 and that certain Assignment and Assumption Agreement dated May 31, 2007 (collectively, the "Original Note"). This Second Amended and Restated Commercial Promissory Note does not constitute a novation of Borrower's obligation under the Original Note, but an amendment, restatement and increase in the principal amount of such obligation.

Section 1.1. Rate of Accrual . Interest will accrue on the unpaid principal balance at the rate set forth in Section 1.2.1. until maturity of this Note, whether such maturity occurs by acceleration or on the Maturity Date; and, at Bank's option, interest at the foregoing rate will accrue on any unpaid interest before such maturity. Interest will accrue on any unpaid balance owing under this Note, whether principal, interest, fees, premiums, charges or costs and expenses, after maturity at the rate set forth in Section 1.2.2. All accrual rates of interest under this Note will be contract rates of interest, whether a pre-default rate or a default rate, and references to contract rates in any loan documents executed and delivered by Borrower or others to Bank in connection with this Note shall be to such contract rates.

1.2.1. Pre-Default Rate .  Subject to the provisions of Section 1.2.2. below, interest payable on this Note per annum will accrue at 0.25% plus the RBC Bank Prime Rate. The "RBC Bank Prime Rate" is one of Bank's variable rate base indices for credit extensions and is set by Bank at its discretion based on Bank's perception of market interest rate levels, trends and general economic conditions. It is not tied to any specific index published by any other person and is not represented by Bank to be the lowest rate at which Bank extends credit.

1.2.2. Default Rate .  Upon the nonpayment of any payment of interest described herein, Bank, at its option and without accelerating this Note, may accrue interest on such unpaid interest at a rate per annum ("Default Rate") equal to the lesser of the maximum contract rate of interest that may be charged to and collected from Borrower on the loan evidenced by this Note under applicable law or three percent (3.0%) plus the pre-default interest rate otherwise applicable hereunder, as set forth in Section 1.2.1.. After maturity of this Note, whether by acceleration or otherwise, interest will accrue on the unpaid principal of this Note, any accrued but unpaid interest and all fees, premiums, charges and costs and expenses owing hereunder at the Default Rate   until this Note is paid in full, whether this Note is paid in full pre-judgement or post-judgement.

1.2.3. Variable Rate:  Calculation of Interest .

1.2.3.1. Variable Rate .  This is a variable rate note. Any change in the rate of interest payable under this Note will equal the change in the variable rate index to which such rate is tied, but the rate at which interest accrues under this Note shall never exceed the maximum contract rate which may be charged to and collected from Borrower on the loan evidenced by this Note under applicable law. Bank shall have no obligation to notify Borrower of adjustments in the rate of interest payable under this Note. Adjustments to the rate of interest will be effective on the date of change in the variable rate index.

1.2.3.2. Calculation of Interest .  All interest payable under this Note shall be calculated monthly and accrue daily on the basis of the actual number of days elapsed and a year of three hundred sixty (360) days. In computing the number of days during which interest accrues, the day on which funds are initially advanced shall be included regardless of the time of day such advance is made, and the day on which funds are repaid shall be included unless repayment is credited prior to close of business. Payments in federal funds, immediately available in the place designated for payment, received by Bank prior to 2:00 p.m. local time at said place of payment, shall be credited as if received prior to close of business on the day the funds are immediately available; while other payments, at the option of Bank, may not be credited until such payments are immediately available to Bank, in federal funds, in the place designated for payment, prior to 2:00 p.m. local time at said place of payment on a day on which Bank is open for business.

Section 2.1. Interest Payment Terms .  Payments under this Note include an interest component and a principal component. The principal component is set forth in Section 2.2 below. The interest component shall be paid as follows: interest shall be payable monthly, in arrears, beginning June 10, 2008 and continuing on the same calendar day of each consecutive month thereafter until the Maturity Date, when all accrued but unpaid interest is due and payable in full.

Section 2.2. Principal Payment terms:. Maturity Date .  As stated in Section 2.1 above, payments under this Note include an interest component and a principal component. The interest component is set forth in Section 2.1 above. The principal component shall be paid as follows: principal shall be payable in one single payment on May 31, 2009 (herein referred to as the "Maturity Date").

Section 2.4. Application of Payments .  All payments made on this Note shall be applied first to payment of all late fees, charges, premiums and costs and expenses due but unpaid under this Note, then to accrued but unpaid interest and finally to principal, in the inverse order of the payment dates therefor, unless Bank determines in its sole discretion to apply payments in a different order or applicable law requires a different application of payments. The partial prepayment of this Note, if permitted, shall not result in a payment holiday or any other deferral of any regularly scheduled payments under this Note, all of which shall be made as and when the same are scheduled to be paid.

Section 3.1. Loan Agreement . The loan evidenced by this Note was made pursuant to a commitment letter ("Commitment Letter") from Bank to Borrower dated December 21, 2004. Borrower and Bank have entered into that certain Loan and Security Agreement dated February 1, 2005. as modified by that certain Modification Agreement dated June 6, 2005, that certain Second Modification Agreement dated January 13, 2006, that certain Third Modification Agreement dated March 17, 2006, that certain Fourth Modification Agreement dated April 21, 2006, that certain Fifth Modification Agreement dated May 31, 2006, that certain Sixth Modification Agreement dated May 31, 2007, that certain Assignment and Assumption Agreement dated May 31, 2007 and that certain Seventh Modification Agreement dated of even date herewith (collectively, the "Loan and Security Agreement"). Borrower shall perform and abide by, as and when so required, each and all of the covenants, terms and conditions imposed upon or applicable to Borrower in the Commitment Letter, the Loan and Security Agreement and all security documents and other agreements referenced in the Loan and Security Agreement.

Section 3.2.   Security Documents .  This Note is secured by (1) the Loan and Security Agreement, (2) the security documents and other supporting obligations identified in the Loan and Security Agreement, (3) the security documents and other supporting obligations which reference that they secure this Note or the Loan and Security Agreement, (4) any security documents and other supporting obligations which reference that they secure all indebtedness or other obligations owing from time to time by Borrower to Bank, and (5) any security documents and other supporting obligations which reference that they secure all indebtedness from time to time owing from Borrower to Bank other than consumer credit as defined under the Federal Reserve Board's Regulation Z (Truth-in­-Lending) (12 CFR 226 et seq.) ("security documents").

Section 4.L Late Charges and Expenses .  Borrower agrees to pay, upon demand by Bank or if demand is not sooner made, on maturity of this Note, whether such maturity occurs by acceleration or on the Maturity Date; for each payment past due for fifteen (15) or