FOR VALUE RECEIVED, the undersigned _________________, a corporation organized under the laws of the State of ______________, with offices at __________________, New York, New York (The Borrower), and pursuant to an authorization of duly constituted its Board of Directors, attached hereto, has authorized _____________as the corporation's President, to enter into this promissory note, and thereby promises to pay Genesis Capital Management Group, Ltd. (The Lender/Payee) the principal sum of 10 million dollars ($10,000,000.00), with interest thereon at the rate of eighteen percent (18%) per annum upon the principal outstanding hereunder, All payments shall be made in lawful money of the United States of America and shall be paid to Payee at 590 Madison Avenue 21st Floor, New York, New York 10022 or at such place as the lender/payee may designate in writing.

In the absence of the exercise of the right of acceleration by Payee hereof by reason of a default in the payment of interest, under the terms of undertakings securing the indebtedness hereunder, the payment of the interest and principal of the indebtedness hereby evidenced shall be as follows:

Payment of interest in the amount of Eight Hundred and Seventy Five Dollars ($875.00) shall be due and payable on the first day of each consecutive calendar month, beginning on the 1st day ___________, 199_, and continuing thereafter during the term hereof. The entire outstanding principal balance and all accrued interest shall in any event be due and payable on the last day of the 36th full consecutive calendar month after the date of the execution of
this note.

By Borrower's acceptance of this Note, Borrower agrees that, provided Borrower is not in default under the terms of this note, Borrower shall pay all interest when it becomes due under the terms of the Note. Should Borrower be in default under the terms of this Note, and the Payee consequently incurs any penalties, charges or other expenses on account during the period of time of the default, the amount of such penalties, charges and expenses shall be added to the principal amount of this Note and shall be immediately payable by Borrower
to Payee.

Borrower shall have the right to prepay this Note in full or any portion thereof on any interest payment without penalty.

Default in the payment of any installment of interest shall, at the option of the Lender/Payee, render the whole amount then paid due and payable, whether due by lapse of time or not. Failure to exercise said option to accelerate shall not constitute a waiver of the right to exercise the same at any other time.

Should any action be brought for the collection of principal or interest of this Note, the undersigned promises to pay all costs thereof, including such additional sums as attorney's fees as the Court may adjudge reasonable.

In the event that any payment or portion thereof is not paid within fifteen (15) days commencing with the date that is due, the Payee hereof may collect, and the undersigned agrees to pay such payment a " Late Charge" of five cents (.05) for each dollar so over due as liquidated damages for the additional expense of handling such delinquent payment.

This promissory note is governed and construed in accordance with the laws of the state of New York. At the option of the Lender/ Payee hereof, the venue of any action hereon may be laid in the courts of New York City, New York, or any other county wherein Lender/Payee has a place of business. In the event of any action hereon for the enforcement hereof or in the event of the referring of this note for collection, the undersigned promises to pay all costs pertaining to the security hereof and all sums required to be paid.

All obligations of the undersigned are binding upon them as individuals and upon their marital communities.

IN WITNESS WHEREOF, the undersigned have executed this instrument on the date above written.

Corporation New York, New York

______________________ __________________
President Witness

Genesis Capital Management Group, Ltd.
New York, New York

___________________ ___________________
President Witness

- GCMG Document Files