UNSECURED PROMISSORY NOTE

1.

Interest .

(a)

Interest on this Note shall accrue from the Original Issuance Date of this Note (as set forth on the face of this Note above) at a rate of eight percent (8%) per annum until repayment of the Accreted Principal Amount (as hereinafter defined) and payment of all accrued interest in full.  Interest shall accrue and be computed on the basis of the actual number of days in the related period over 360 days.  The Company shall pay accrued interest quarterly on the last business day of each March, June, September and December during the term hereof and on the Maturity Date, commencing on March 31, 2009, by the addition of such accrued interest amount to the principal amount outstanding under this Note (any such amount, a “ PIK Amount ”).  At any time, the outstanding principal amount of this Note, including all PIK Amounts added thereto through such time is referred to in this Note as the “ Accreted Principal Amount ”.

(b)

Notwithstanding subsection (a) of this Section 1, but subject to applicable law, upon and during the occurrence of an Event of Default (as defined in Section 6 below), the Accreted Principal Amount of this Note shall bear interest, from the date of the occurrence of such Event of Default until such Event of Default is cured or waived, payable on demand at a rate equal to the applicable interest rate in effect hereunder plus two percent (2%) (the “ Default Rate ”) (and such interest shall be paid by adding a PIK Amount to the Accreted Principal Amount of this Note in respect of such interest).  In addition, any overdue interest on this Note shall bear interest, payable on demand at a rate equal to the applicable interest rate in effect hereunder plus two percent (2%) (and such interest shall be paid by adding a PIK Amount to the Accreted Principal Amount of this Note in respect of such interest).

(c)

In the event that any interest rate provided for herein shall be determined to be unlawful, such interest rate shall be computed at the highest rate permitted by applicable law.  Any payment by the Company of any interest amount in excess of that permitted by law shall be considered a mistake, with the excess being applied to the principal of this Note without prepayment premium or penalty.

2.

Principal . The Company shall pay the principal amount due under this Note including all PIK Amounts and all accrued and unpaid interest (all of which shall be payable in cash and no portion of which shall be payable by addition of a PIK Amount to the Accreted Principal Amount) on the Maturity Date.

3.

Voluntary Prepayment .  This Note is subject to prepayment at the option of the Company, in whole or in part, at any time and from time to time without premium or penalty.  All prepayments under this Section 3 shall include payment of accrued interest on the Accreted Principal Amount so prepaid (which interest shall be paid entirely in cash and no portion of which shall be payable by the addition of a PIK Amount to the Accreted Principal Amount) and shall be applied first to the payment of default interest, if any, then to payment of accrued and unpaid interest, if any, to but not including the date of prepayment, and thereafter to principal.  The Company agrees, subject to the approval of its lenders or the lenders of its subsidiary, to use a portion of the proceeds of any debt or equity financing to pay off a portion of this Note.

4.

Amendment . Amendments and modifications of this Note shall be made only by written agreement signed by the Company and the Holder.

5.

Transfer; Registration .

(a)

The term “ Holder ” as used herein shall also include any registered transferee of this Note.  The initial Holder by its acceptance hereof and each transferee of this Note acknowledges that this Note has not been registered under the Securities Act (as hereinafter defined) and the Holder agrees that, prior to any proposed transfer of this Note, if such transfer is not made pursuant to either an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act, the Holder will, if requested by the Company, deliver to the Company:

(i)

investment representations, in customary substance and form, reasonably acceptable to the Company, signed by the proposed transferee;

(ii)

an agreement by such transferee to the inclusion of and compliance with the restrictive investment legend set forth on this Note; and

(iii)

an agreement by such transferee to be bound by the provisions of this Section 5 relating to the transfer of such Note.

(b)

The Company shall maintain a register (the “ Note Register ”) in its principal offices for the purpose of registering this Note and any transfer thereof, which register shall reflect and identify, at all times, the ownership of any interest in this Note.  Upon the issuance of this Note, the Company shall record the name of the initial Holder of this Note in the Note Register as the first Holder.  Upon surrender for registration of transfer or exchange of this Note at the principal offices of the Company, the Company shall, at the Company’s expense, execute and deliver a new Note of like tenor and of a like aggregate principal amount, registered in the name of the Holder or a transferee or transferees.  Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by written instrument of transfer duly executed by the Holder of such Note or such holder’s attorney duly authorized in writing.  The Company shall not have any obligation hereunder to any person other than the registered Holder of this Note.

(c)

This No