AMENDED AND RESTATED PROMISSORY NOTE



$407,500.00                                               Pennsauken, New Jersey
                                                          April ____, 2001

         WHEREAS, the undersigned, REINK IMAGING USA, LTD., a Delaware
corporation, having an office and its principal place of business at 2550
Haddonfield Road, Pennsauken, New Jersey (hereinafter called "Maker"), is the
Maker under that certain promissory note dated February 25, 2000, in favor of
BARRINGTON BANK INTERNATIONAL LIMITED (hereinafter called "Payee") in face
amount of $1,000,000.00 (the "Original Note");

         WHEREAS, Maker has paid a portion of the amounts owing under the
Original Note but has been in default under the Original Note since (at the
latest) November 25, 2000; and

         WHEREAS, Payee has granted one or more indulgences with respect to
Maker's obligations under the Original Note; and

         WHEREAS, Maker is providing this Amended and Restated Promissory Note
(this "Note") to reflect the revised obligations agreed to by Maker and Payee;

         NOW, THEREFORE, the Original Note is hereby amended and restated as
follows:

         FOR VALUE RECEIVED, Maker hereby promises to pay to Payee, or order of
Payee, at Payee's principal office, or at such other place as may be designated
from time to time in writing by Payee, the sum of Four Hundred Seven Thousand
Five Hundred Dollars ($407,500.00), in lawful money of the United States of
America, together with interest on the Principal Balance from the date of this
Note to and including the date this Note is paid in full calculated in the
manner hereinafter set forth.

1.       The  following  terms  as  used  in  this Note shall have the following
         meanings:

(a)      The term "Business Day" shall mean any day except (i) Saturday,
         (ii) Sunday, and (iii) any other day which is a legal holiday under the
         laws of the State of New Jersey.

(b)      The term "Interest Payment Date" shall mean (1) any day on which
         Maker repays all or any portion of the Principal Balance under Section
         2.c or 2.d hereof, and (2) the Maturity Date. If an Interest Payment
         Date is not a Business Day, then interest shall be payable on the next
         Business Day, which interest payment shall include interest accrued
         through the date of such interest payment.

(c)      The term "Loan Agreement" shall mean that certain Loan Agreement
         dated February 25, 2000, as amended by Amendment No. 1 to Loan
         Documents dated the date hereof, each by and between Maker, as
         Borrower, and Payee, as Lender, pursuant to which Maker has issued this
         Note. For greater certainty, this Note is the note referred to in the

<PAGE>

         Loan Agreement. All terms capitalized herein but not defined herein
         shall have the respective meaning set forth in the Loan Agreement.

(d)      The term "Maturity Date" shall mean October 31, 2001.

(e)      The term "Principal Balance" shall mean the outstanding
         principal balance of this Note from time to time. The Principal Balance
         shall initially be Four Hundred Seven Thousand Five Hundred United
         States Dollars ($407,500.00).

2.       Payment Terms.

(a)      The Principal Balance, together with all interest accrued and
         unpaid thereon, calculated in the manner hereinafter set forth, and all
         other sums due under this Note (collectively sometimes referred to as
         the "Indebtedness"), shall be due and payable as set forth in this
         Section 2.

(b)      In the event that an Event of Default (as defined in the Loan
         Agreement) has occurred at any time or from time to time prior to the
         Maturity Date, the Principal Balance, together with accrued and unpaid
         interest and all other amounts due hereunder shall immediately become
         due and payable if so declared by Payee (subject to any notice or cure
         periods contained in the Loan Agreement with respect to non-monetary
         obligations).

(c)      In addition to the payments of principal required under this
         Note under Section 2.d. below, Maker may repay the outstanding
         Principal Balance of this Note, in whole or in part, without penalty or
         premium, at any time and from time to time prior to the Maturity Date,
         together with accrued and unpaid interest to the date of such
         prepayment on the amount prepaid. All such repayments made pursuant to
         the immediately preceding sentence shall be applied to the Principal
         Balance in reverse order (i.e., the first such repayment shall be
         applied to the payment due on October 31, 2001, and so forth).

(d)      Maker shall repay the Principal Balance in accordance with
         Schedule A attached hereto and made a part hereof. All of such payments
         shall be accompanied by accrued and unpaid interest on the portion of
         the Principal Balance being repaid at such time. If any date specified
         on Schedule A is not a Business Day, then the respective payment shall
         be payable on the next succeeding Business Day.

3.       Interest shall accrue on the Principal  Balance  from  the  date hereof
         through the Maturity Date at the  rate  of  fourteen  percent (14%) per
         annum.  Notwithstanding anything herein to the contrary, (i) if Payee
         accelerates this Note pursuant  to  Section 7  of the Loan Agreement or
         Section 2.b. hereof, or (ii)  if  any  payment  of  a  portion  of the
         Principal Balance due hereunder is  not  paid on the respective payment
         "due date,"  then after such acceleration or such payment due date, as
         the case may be, Maker shall thereafter   pay interest on the Principal
         Balance from the respective date thereof until the date the Principal
         Balance  is  paid  in  full,  at  a  rate  per  annum equal to the rate
         specified in the first sentence of this paragraph plus two percent (2%)
         (the "Default Rate").  Interest shall be calculated daily on the basis

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<PAGE>

         of a three hundred sixty (360) day year.

4.       Interest shall be payable on each Interest Payment Date.

5.       TIME SHALL BE OF THE ESSENCE of this Note.

6.       All payments hereunder shall be applied: first, to the payment
         of fees and other charges then due or payable under this Note, second,
         to accrued and unpaid interest and third, any balance shall be applied
         in reduction of the Principal Balance.

7.       The obligation of  Maker  to  make  the  payments  hereunder  shall  be
         absolute and unconditional, and, except as provided below, each payment
         of principal and interest hereunder shall be paid when due without
         abatement, limitation, deduction or setoff of any kind or nature or for
         any cause whatsoever.  With  respect  to  any  interest payment made by
         Maker to Payee, Maker shall withhold from such interest payment  and
         remit to the Internal Revenue Service,  on  a  timely basis, the  U.S.
         Federal income tax required  to  be  withheld  on  such  payment under
         Section 1442 of the Internal Revenue Code of 1986, as amended.  Maker
         shall furnish to Payee within 45 days after the date the payment of any
         such withholding tax is due certified copies of tax receipts evidencing
         such payment by Maker.  Maker acknowledges the prior receipt from Payee
         of a Form 1001 (Ownership, Exception, or Reduced Rate Certificate).

8.       Except as otherwise provided,  Maker  hereby  waives  presentment  of
         payment, demand, protest, notice of  non-payment  or  dishonor  and of
         protest, and any and  all  other  notices  and  demands whatsoever, and
         agrees  to  remain  bound,  and to perform and comply with each of the
         terms, covenants and provisions contained herein until the Indebtedness
         is paid in full notwithstanding any extensions of time for payment that
         may be granted, even though the period  of  extension be indefinite, or
         any inaction by, or failure to   assert  any  legal  right available to
         Payee.  No alteration, amendment or waiver of any provision of this
         Note made by agreement  between  Payee  and any other person or entity
         shall release, discharge, modify or affect the liability of Maker under
         this Note.

9.       Maker hereby waives the benefit of any law that now or
         hereafter might authorize the stay of any execution issued on any
         judgment recovered on this Note or the exemption of any property of
         Maker from levy or sale thereunder. Maker also waives and releases unto
         Payee all errors, defects, and imperfections of proceedings relating
         thereto.

10.      None of the rights and remedies of Payee herein shall be waived
         or affected by Payee's failure or delay, if any, to exercise them, nor
         shall any single or partial exercise of any right hereunder preclude
         any other or further exercise thereof. All remedies conferred on Payee
         by law or by this Note or by any other instrument or agreement shall be
         cumulative, concurrently or consecutively at Payee's option, and shall
         not be exclusive of any remedies provided at law.

11.      The unenforceability, invalidity or illegality of any provision of this


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<PAGE>

         Note shall not affect the   enforceability, validity or legality of any
         other provision hereof.

12.      This Note shall be governed by, construed, and enforced in
         accordance with the laws and judicial decisions of the State of New
         Jersey, without regard for choice of law principles, except as required
         by mandatory provisions of applicable law.

13.      Maker shall further pay to Payee on demand all costs and
         expenses in connection with the preparation, execution and delivery of
         this Note including, without limitation, the reasonable fees and
         out-of-pocket expenses of counsel of Payee with respect thereto and
         with respect to advising Payee as to its rights and responsibilities
         under this Note and all costs and expenses, if any (including
         reasonable counsel fees and expenses), in connection with the
         enforcement of this Note.

14.      Maker does hereby expressly warrant and represent that there is
         not as of the date hereof any contract, agreement, or understanding,
         written or oral, between Maker and any person or entity whatsoever that
         in any manner limits or affects the liability of Maker hereunder, nor
         shall Maker enter into any such contract, agreement, or understanding
         prior to the payment in full of the Indebtedness.

15.      All  agreements  between  Maker  and  Payee,  whether  now  existing or
         hereafter arising and whether written or  oral,  are  hereby expressly
         limited so that in no contingency  or  event  whatsoever,  whether  by
         reason of   acceleration of the maturity hereof or otherwise, shall the
         amount paid, or agreed  to  be  paid  to Payee  hereof  for  the  use,
         forbearance,  or  detention  of  the  money to be  loaned hereunder or
         otherwise or for  the  payment  or  the  performance of any covenant or
         obligation  contained  herein or in  any other document that  evidences
         secures or pertains to the indebtedness evidenced hereby,  exceed  the
         maximum  amount  permissible under  applicable  law.   If  from  any
         circumstances whatsoever fulfillment of any provision   hereof,  at the
         time performance  of  such  provision  shall  be  due,  shall  involve
         transcending the limit of validity prescribed by law, then, ipso facto,
         the obligation to be fulfilled shall be reduced to the   limit of  such
         validity, and if from any such circumstance Payee shall ever receive as
         interest or  otherwise  an  amount that would exceed the highest lawful
         rate, such amount that would be excessive  interest shall be applied to
         the  reduction  of  the  Principal Balance,  and  not to the payment of
         interest,  or if such excessive interest exceeds the Principal Balance,
         such excess shall be refunded to Maker.

16.      Any notices, demands, certifications, requests, communications
         or the like required to be given hereunder shall be in writing and
         shall be deemed to have been validly served, given or delivered if
         given in accordance with the Loan Agreement.

17.      This Note may not be changed, terminated or modified orally or
         in any manner other than by an agreement in writing signed by the party
         or parties sought to be charged therewith.

                            [Signature Page is Next]

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<PAGE>



         IN WITNESS WHEREOF, this Note has been duly executed by Maker on the
day and year first above written.


                                                   REINK IMAGING USA, LTD.


                                                   By:__________________________
                                                      Name:
                                                      Title:


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<PAGE>








                                   SCHEDULE A

                           REINK PAYMENTS OF PRINCIPAL


                                                     Principal To
                                                     Date Be Repaid

                           4/15/01                   $ 28,572.00
                           4/30/01                   $  28,572.00
                           5/15/01                   $  28,572.00
                           5/31/01                   $  28,572.00
                           6/15/01                   $  28,572.00
                           6/30/01                   $  28,572.00
                           7/15/01                   $  28,571.00
                           7/30/01                   $  28,571.00
                           8/15/01                   $  28,571.00
                           8/31/01                   $  28,571.00
                           9/15/01                   $  28,571.00
                           9/30/01                   $  28,571.00
                          10/15/01                   $  28,571.00
                          10/31/01 (Maturity Date)   $  36,071.00
                                                     ------------

                                    TOTAL:            $407,500.00