SUBORDINATED NOTE - DUE APRIL 1, 2011

Agreement to Subordinate. The indebtedness evidenced by this Note, including the principal and interest thereon shall be subordinate to all Bank Indebtedness of the Company, whether now outstanding or hereafter incurred, and holder of this Note, by his acceptance thereof, agrees to and shall be bound by the provisions of this Section 1.

1.2.  

(a)  Priority of Bank Indebtedness. No payment or prepayment shall be made by the Company, directly or indirectly, on the Note, whether in respect of principal or interest, and the holder of the Note shall not be entitled to receive any such payment or prepayment, nor shall any asset of the Company be applied to the payment of the Note, if, at the time of such proposed payment, prepayment or immediately after giving effect thereto, there shall have occurred and be continuing any event of default with respect to any Bank Indebtedness entitling the holder thereof to accelerate the maturity thereof. In addition, no payment or prepayment of the principal balance of this Note will take place prior to the stated maturity date without the prior written approval of Bank of America pursuant to the terms of the Credit Agreement between the Company and the Bank.

Obligation of Company Unimpaired.  Nothing contained in this Section 1 or elsewhere in the Note is intended to or shall (a) impair the obligation of the Company, which is absolute and unconditional, to pay to the holder of the Note, the principal and interest on the Note as and when the same shall become due and payable, subject only to the provisions of 1.1 and 1.2; (b) affect the relative rights of the holder of the Note and creditors of the Company other than the holder of Bank Indebtedness, or (c) prevent the holder of their Note from exercising all remedies otherwise permitted by applicable law upon an Event of Default, subject to the rights, if any, under this Section 1 of the holder of Bank Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy.

Bank Indebtedness. Bank Indebtedness shall mean all obligations to Bank of America pursuant to the Credit Agreement, outstanding on the date this Note is issued or which is hereafter outstanding and any defaults, renewals or extensions of any Bank Indebtedness.

Other Debt. Other debt shall mean all indebtedness other than Bank Indebtedness that is not secured.

2.1.  

Events of Default.  In case one or more of the following events of Default shall have occurred and be continuing, that is to say:

(a)  

default in the payment of interest on the Note as and when the same shall become due and payable, and continuance of such default for a period of thirty days; or

(b)  

default in the payment of the principal, on the Note as and when the same shall become due and payable and continuance of such default for a period of thirty days; or

(c)  

failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company in this Note contained, for a period of ninety days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by registered mail; or

(d)  

Default in Bank Indebtedness or of any other indebtedness exceeding $100,000.

(e)  

a decree or order by a court having jurisdiction in the premises shall have been entered adjudging the company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization or readjustment of the Company under the National Bankruptcy Act or any other similar applicable Federal or State law, and such decree or order shall have been continued undischarged or unstated for a period of sixty days; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver or trustee or assignee in bankruptcy or insolvency of the Company or of all or a major part of its property, or for the

(f)  

winding-up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty days; or

(g)  

the Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the institution of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization or readjustment under the National Bankruptcy Act, or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or trustee or assignee in bankruptcy or insolvency of it or all or a major part of its property,  or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due;

2.2  

Payment of Notes; Suit Therefor.  The Company covenants that in the case of an Event of Default, and acceleration of maturity pursuant to 2.1, or maturity in accordance with their terms, and upon demand, the Company will pay to the holders of the Note, the whole amount that then shall have become due and payable for principal and interest at a rate of 1.33% per month on overdue principal and (to the extent that payment of such interest is legally enforceable) upon the overdue interest, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation for agents, attorneys and counsel

2.3  

Remedies Cumulative and Continuing.  All powers and remedies given by this Section 2, shall to the extent permitted by law, be deemed  cumulative and not exclusive of any other powers and remedies available to the holder by judicial proceedings or otherwise to enforce the performance or observance of the covenants and agreements contained in this Note, and no delay or omission of holder to exercise any right or power accruing upon any default occurring and continuing as aforesaid shall impair such right or power, or shall be construed to be a waiver of any such default or any acquiescence therein.

(a)  

This note shall be governed by the domestic laws of the State of New Jersey.

(b)  

No recourse for the payment of the principal of or interest on this Note, or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Company in any Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present, or future, of the Company, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

(c)  

Notice hereunder shall be given as follows.

(d)  

This Note shall not be assigned or transferred by Payee without the express prior written consent of the Company except by will and operation of law.

(e)  

If any provision of this Note shall be deemed to be unenforceable by any Court of Competent Jurisdiction, the other provisions of this Note shall remain in full force and affect.