<PAGE>


                                                                   EXHIBIT 10.5

This Note supersedes and replaces that certain Promissory Note dated March 28,
2001 in the amount of $15,000,000.00 executed by the Borrower in favor of the
Bank, but does not extinguish the indebtedness evidenced thereby.

                                                                BANK HAPOALIM
PROMISSORY NOTE

U.S. $3,000,000.00
     -------------------------------------------------------------------------
as of September 28, 2001 New York, New York

1.   Obligation and Repayment: For value received, Borrower absolutely and
     unconditionally promises to pay to the order of the Bank, at the Office,
     without defense, setoff or counterclaim, the principal amount of Three
     Million and 00/100 --------------------------------------------------
     United States Dollars, together with interest and any other sum(s) due as
     specified below. The principal amount of this Note shall be due and payable
     as follows (complete one of the following as applicable):

(a)  |_| ON DEMAND.
(b)  On                         ;
       ------------------------
(c)  In consecutive installments, of which each but the last shall be
     $_____________ and the last of which shall be equal to the then unpaid
     principal balance of this Note. The first such installment shall be due
     on ______________, 20__. Each subsequent installment shall be due on the
     corresponding day of each month/ quarter/ other __________ thereafter (or
     if there is no such corresponding day, on the last day of such period).
     The remaining principal balance shall be due on ______________, 20__.

(d)  |X| In accordance with the attached Rider, but in any event no later than
         November 15, 2003.

2.  Interest:  Subject to  paragraph  A(2) of the Terms and  Conditions,
    interest  shall accrue on the  principal  amount of this Note outstanding
    from time to time at the following rate (the "Loan Rate") (complete one of
    the following as applicable):
(a) A fixed rate equal to ______% per year.
(b) A Variable Prime-Based Rate equal to the Prime Rate plus ______% per year.
(c) |X| In accordance with the attached Rider.
    Interest shall be payable monthly/ quarterly/ (other) _____________ and at
    any Payment Date and at any time that any part of the principal or any
    installment of this Note is paid.

3.  Riders: In the event of any inconsistency between this Note and any Rider(s)
    to which this Note is subject, the provisions of such Rider(s) shall
    prevail. This Note is subject to any Rider(s) referred to in paragraph 1(d)
    and/or 2(c) and to the following Rider(s), all of which are part of this
    Note:

                     Multiple-Loan Rider to Promissory Note
    --------------------------------------------------------------------------
                               (Libor-Based Rate)

<PAGE>

4.

Address and Identification of Borrower:

     Address:   8000 Regency Parkway
               -----------------------------------------------
                Cary, NC  27511
               -----------------------------------------------

    Telex or similar number:
                             ---------------------------------
    Answerback:
               -----------------------------------------------
    Telecopy or similar number:
                                ------------------------------
    Social Security or Taxpayer ID number:
                                          --------------------
5.  Agreement to All Terms and Condition; Authorization to Complete Blanks: This
    Note is subject to the Terms and Conditions set forth below and on the
    reverse side of this Note. Each of the undersigned agrees to all of the
    provisions of this Note, including the Terms and Conditions and any
    Rider(s). The Bank is authorized to complete any blank space in this Note.
    Such completion shall be conclusive, final and binding on Borrower in the
    absence of manifest error.

6.  No Representations or Agreements by the Bank: Each of the undersigned
    acknowledges that the Bank has made no representation, covenant, commitment
    or agreement to Borrower except pursuant to any written document executed
    by the Bank.

7.  No Representation of Nonenforcement: Each of the undersigned acknowledges
    that no representative or agent of the Bank has represented or indicated
    that the Bank will not enforce any provision of this Note, including the
    Terms and Conditions and any Rider(s), in the event of litigation or
    otherwise.

8.  Waiver of Jury Trial: Borrower waives, and understands that the Bank waives,
    the right to a jury trial with respect to any dispute arising hereunder or
    relating to any of the Liabilities; any judicial proceeding with respect to
    any such dispute shall take place without a jury.

9.  Execution of Promissory Note:

    Print name of Borrower: Level 8 Systems, Inc.
                            ----------------------------------

    (Signature) By:    /s/ John Broderick
                    ------------------------------------------
    Print name:            John Broderick
                ----------------------------------------------
    Title or capacity:     Chief Financial Officer
                       ---------------------------------------
    (if signing on behalf of Borrower)
    (Signature) By:
                    ------------------------------------------
    Print Name:
                ----------------------------------------------
    Title or capacity:
                       ---------------------------------------
    (if signing on behalf of Borrower)

<PAGE>


===============================================================================

                              TERMS AND CONDITIONS

Definitions are set forth in paragraph M

A.  Calculation and Accrual of Interest: (1) Generality. Interest shall be
    calculated on a daily basis on outstanding balances at the Applicable Rate,
    divided by 360, on the actual days elapsed. During any time that the
    Applicable Rate would exceed the applicable maximum lawful rate of interest,
    the Applicable Rate shall automatically be reduced to such maximum rate. Any
    interest payment made in excess of such maximum rate shall be applied as,
    and deemed to be, in the Bank's sole discretion, (a) a payment of any of the
    Liabilities, in such manner as determined by the Bank, or (b) cash
    collateral to be retained by the Bank to secure repayment of this Note. (2)
    Increased Rate. Interest shall accrue at the Increased Rate upon and after
    (a) the occurrence of any Debtor Relief Action, (b) any demand of payment of
    this Note (if payable on demand) or (c) the occurrence of any Event of
    Default (if this Note is payable other than on demand). (3) Accrual. To the
    extent permitted by Law, interest shall accrue at the Applicable Rate on all
    unpaid Liabilities under this Note, including but not limited to any unpaid
    interest and any unpaid obligation owed pursuant to paragraph B
    (Indemnification).

B.  Indemnification: To the extent permitted by Law: (1) Taxes: All payments
    under this Note shall be made free and clear of, and without deduction for,
    any Taxes. If Borrower shall be required to deduct any Taxes in respect of
    any sum payable under this Note, then (a) the sum payable shall be increased
    so that the Bank shall receive an amount equal to the sum the Bank would
    have received had no deductions been made, and (b) Borrower shall make such
    deductions and shall pay the amount deducted to the relevant Governmental
    Authority. Borrower shall pay to the Bank on demand, and shall indemnify and
    hold the Bank harmless from, any and all Taxes paid by the Bank and any and
    all liability (including penalties, interest and expenses) with respect
    thereto, whether or not such Taxes were correctly or legally asserted.
    Within 30 days after any Taxes are paid, Borrower shall furnish evidence
    thereof to the Bank. (2) Regulatory Costs. In the event that in connection
    with the transaction(s), contemplated by this Note and/or the Bank's funding
    of such transaction(s), the Bank is required to incur any Regulatory Costs
    in order to comply with any Law issued after the date of this Note, then
    Borrower shall pay to the Bank on demand, and shall indemnify and hold the
    Bank harmless from any and all such Regulatory Costs. (3) Costs and
    Expenses. Borrower shall pay the Bank on demand, and shall indemnify and
    hold the Bank harmless from, any and all costs and expenses. (4) Prepayment
    Costs. If Borrower makes any payment of Prepaid Principal (voluntarily or
    not), and if the Applicable Rate with respect to such Prepaid Principal is
    not a Variable Prime-Based Rate, then Borrower shall pay to the Bank an
    amount sufficient to compensate the Bank for its Prepayment Costs. Borrower
    acknowledges that determining the actual amount of Prepayment Costs may be
    difficult or impossible in any specific instance. Accordingly, Borrower
    agrees that Prepayment Costs shall be deemed to be the excess, if any, of
    (i) the product of (A) the Prepaid Principle, times (B) the Applicable Rate
    divided by 360, times (C) the remaining number of days from the date of the
    payment to the applicable Payment Date, over (ii) that amount of interest
    which the Bank determines that the holder of a Treasury Obligation selected
    by the Bank in the amount (or as close to such amount as feasible) of the
    Prepaid Principal and having a maturity date on (or as soon after as
    feasible) the applicable Payment Date would earn if that Treasury Obligation
    were purchased in the secondary market on the date the Prepaid Principal is
    paid to the Bank and were held to maturity. Borrower agrees that the
    determination of Prepayment Costs shall be based on amounts which a holder
    of a Treasury Obligation could receive under these circumstances, whether or
    not the Bank actually invests the Prepaid Principal in any Treasury
    Obligation. (5) Bank Certificate. The Bank's certificate as to any amounts
    owing under this paragraph shall be prima facia evidence of Borrower's
    obligation.

C.  Set Off: Every Account of Borrower with the Bank shall be subject to a lien
    and to being set off against the Liabilities. The Bank may at any time at
    its option and without notice, except as may be required by law, charge
    and/or appropriate and apply all or any part of any such Account toward the
    payment of any of the Liabilities.

<PAGE>

D.  Events of Default: The remainder of this paragraph D shall not apply if this
    Note is payable on demand. Each of the following shall be an Event of
    Default hereunder: (1) Nonpayment. (a) The nonpayment when due of any part
    of the Liabilities; (b) the prohibition by any Law of payment of any part of
    any of the Liabilities; (2) Bankruptcy; Adverse Proceedings. (a) The
    occurrence of any Debtor Relief Action; (b) the appointment of a receiver,
    trustee, committee, custodian, personal representative or similar official
    for any Party or for any Material part of any Party's property; (c) any
    action taken by any Party to authorize or consent to any action set forth in
    subparagraph D(2)(a) or (b); (d) the rendering against any Party of one or
    more judgments, orders, decrees and/or arbitration awards (whether for the
    payment of money or injunctive or other relief) which in the aggregate are
    Material to such Party, if they continue in effect for 30 days without being
    vacated, discharged, stayed, satisfied or performed; (e) the issuance or
    filing of any warrant, process, order of attachment, garnishment or other
    lien or levy against any Material part of any Party's property; (f) the
    commencement of any proceeding under, or the use of any of the provisions of
    any Law against any Material part of any Party's property, including but not
    limited to any Law (i) relating to the enforcement of judgments or (ii)
    providing for forfeiture to, or condemnation, appropriation, seizure or
    taking possession by, or on order of any Governmental Authority; (g) the
    forfeiture to, or the condemnation, appropriation, seizure or taking
    possession by, or on the order of, any Governmental Authority, of any
    Material part of any Party's property; (h) any Party being charged with a
    crime by indictment, information or the like. (3) Noncompliance. (a) Any
    Default with respect to any Agreement with or to the Bank, (b) the giving to
    the Bank by or on behalf of any Party at any time of any materially
    incorrect or incomplete representation, warranty, statement or information;
    (c) the failure of any Party to furnish to the Bank, copies of its financial
    statements and such other information respecting its business, properties,
    condition or operations, financial or otherwise, promptly when, and in such
    form as, reasonably required or requested by the Bank; (d) any Party's
    failure or refusal, upon reasonable notice from the Bank, to permit the
    Bank's representative(s) to visit such Party's premises during normal
    business hours and to examine and make photographs, copies and extracts of
    such Party's property and of its books and records; (e) any Party's
    concealing, removing or permitting to be concealed or removed, any part of
    its property with the intent to hinder or defraud any of its creditors; (f)
    any Party's making or suffering any Transfer of any of its property, which
    Transfer is deemed fraudulent under the law of any applicable jurisdiction;
    (g) the revocation or early termination of any Party's obligations under any
    Agreement with or to the Bank (including, but not limited to any of the
    Liabilities) or the validity, binding effect or enforceability of any such
    obligations being challenged or questioned, whether or not by the
    institution of proceedings. (4) Adverse Changes. (a) the occurrence of a
    Material adverse change in any Party's financial condition; (b) the death or
    incompetence (if a person) or the dissolution or liquidation (if a
    corporation, partnership or other entity) of any Party or such Party's
    failure to be and remain in good standing and qualified to do business in
    each jurisdiction Material to such Party; (c) any Material Default with
    respect to any Material Agreement other than with or to the Bank; (d) any
    Default pursuant to which any Person shall have the power to effect an
    Acceleration of any Material Debt; (e) any Acceleration or demand of payment
    with respect to any Material Debt; (f) any Party's becoming insolvent, as
    defined in the Uniform Commercial Code; (g) the Bank's believing in good
    faith that the prospect of payment of any of the Liabilities or of
    performance of any other obligation of any Party to the Bank is impaired;
    (h) the Material suspension of any Party's business; (i) any Party's
    Material failure to pay any tax when due; (j) the expulsion of any Party
    from any exchange or self-regulatory organization or any loss, suspension,
    nonrenewal or invalidity of any Party's Material license, permit, franchise,
    patent, copyright, trademark or the like; (k) the occurrence of any event
    which gives any Person the right to assert a lien, levy or right of
    forfeiture against any Material part of any Party's property; (l) Borrower's
    failure to give the Bank notice, within 10 Business Days after Borrower had
    notice or knowledge, of the occurrence of any event which, with the giving
    of notice and/or lapse of time, would constitute an Event of Default. (5)
    Business Changes. (a) any change in Control of any Party; (b) any merger or
    consolidation involving any Party; (c) any Party's sale or other Transfer or
    substantially all of its property; (d) any bulk sale by any Party; (e) any
    Material change in the nature or structure of any Party's business. (6)
    Exchange Controls. (a) Any Party's failure to obtain any Exchange Control
    Permit deemed by the Bank to be necessary or appropriate; (b) the failure to
    obtain the renewal of any such Exchange Control Permit at least 30 days
    prior to its expiration.

<PAGE>

E.  Remedies: (1) Acceleration at Bank's Option. Upon any failure to pay this
    Note in full on demand (if payable on demand) or (if this Note is payable
    other than on demand) upon the occurrence of any Event of Default other than
    any Debtor Relief Action, then any and all Liabilities, not then due, shall,
    at the Bank's option, become immediately due and payable without notice,
    which Borrower waives. (2) Automatic Acceleration. Upon the occurrence of
    any Debtor Relief Action, then, whether or not any of the Liabilities are
    payable upon demand and notwithstanding paragraph F, any and all
    Liabilities, not then due, shall automatically become immediately due and
    payable without notice or demand, which Borrower waives. (3) Additional
    Remedies. The Bank shall have all rights and remedies available to it under
    any applicable Agreement or Law.

F.  Waiver of Protest, Etc.: Notice, presentment, protest, notice of dishonor
    and (except for such of the Liabilities as are payable on demand, but
    subject to subparagraph E(2)) demand for payment are hereby waived as to all
    of the Liabilities.

G.  Payment: (1) Manner. Any payment by other than immediately available funds
    shall be subject to collection. Interest shall continue to accrue until the
    funds by which payment is made are available to the Bank. If and to the
    extent any payment of any of the Liabilities is not made when due, the Bank
    is authorized in its discretion to effect payment by charging any amount so
    due against any Account of Borrower with the Bank without notice, except as
    may be required by law, whether or not such charge creates an overdraft. (2)
    Application. Any payment received by the Bank (including a deemed payment
    under paragraph A, a set-off under paragraph C or a charge against an
    Account under this paragraph G) shall be applied to pay any obligation of
    indemnification (including but not limited to under paragraph B) and to pay
    any other Liabilities (including interest thereon and the principal thereof)
    in such order as the Bank shall elect in its discretion. Borrower will
    continue to be liable for any deficiency. (3) Prepayment. Borrower shall be
    entitled to pay any outstanding principal amount or installment under this
    Note on any Business Day prior to the applicable Payment Date without the
    prior consent of the Bank provided that (a) any such payment shall be
    together with payment of all Liabilities then due and all interest accrued
    on the Prepaid Principal to the date of such payment, and (b) if the
    Applicable Rate with respect to such Prepaid Principal is not a Variable
    Prime-Based Rate, any such payment shall be on not less than 5 Business
    Day's notice to the Bank and shall be accompanied by any amount required
    pursuant to subparagraph B(4). Any such payment shall, unless otherwise
    consented to by the Bank, be applied pro rata to the last outstanding
    principal amount(s) to become due under this Note in inverse order of
    maturity. (4) Non-Business Days. If any payment of any of the Liabilities is
    due on any day that is not a Business Day, it shall be payable on the next
    Business Day. The additional day(s) shall be included in the compilation of
    interest. (5) Extension at Bank's Option. The Bank shall have the option,
    which may be exercise one or more times by notice(s) to Borrower, to extend
    the date on which any amount is payable hereunder to one or more subsequent
    date(s) set forth in such notice(s).

<PAGE>

H.  Parties; No Transfer by Borrower: If Borrower is more than one Person, all
    of them shall be jointly and severally liable under the Note. The
    obligations under this Note shall continue in force and shall apply
    notwithstanding any change in the membership of any partnership executing
    this Note, whether arising from the death or retirement of one or more
    partners or the accession of one or more new partners. Without the Bank's
    written consent, Borrower shall have no right to make any Transfer of any of
    the Liabilities, any such purported Transfer shall be void. Subject to the
    foregoing, the provisions of this Note shall be binding on Borrower's
    executors, administrators, successors and assigns.

I.  Bank Transfers: (1) Transferability. Without limiting the Bank's rights
    hereunder, the Bank may make a Transfer of all or any part of (a) any
    obligation of Borrower to the Bank (including but not limited to any of the
    Liabilities); (b) any obligation of any other Party in connection with any
    of the Liabilities; (c) any Agreement of any Party in connection with any of
    the Liabilities; (d) any collateral, mortgage, lien or security interest,
    however denominated, securing any of the Liabilities; and/or (e) the Bank's
    rights and, if any, obligations with respect to any of the foregoing. (2)
    Extent of Transfer. In the event the Bank shall make any Transfer of any of
    the foregoing items ("Transferred Items"), then - to the extent provided by
    the Bank with respect to such Transfer, the Transferee shall have the
    rights, powers, privileges and remedies of the Bank. The Bank shall
    thereafter, to the extent of such Transfer, be forever relieved and fully
    discharged from all liability or responsibility, if any, that it may have to
    any Person with respect thereto, except for claims, if any, arising prior to
    or upon such Transfer. The Bank shall retain all its rights and powers with
    respect to any Transferred items to the extent that it has not made a
    Transfer thereof. Without limiting the foregoing, to the extent of any such
    Transfer, paragraph B (indemnification) shall apply to any Taxes, Regulatory
    Costs, Costs and Expenses and Prepayment Costs of, or incurred by, any
    Transferee, and paragraphs C (Set-Off) and G(1) (Payment-Manner) shall apply
    to any Account of Borrower with any Transferee. (3) Disclosures. The Bank is
    authorized to disclose to any prospective or actual Transferee any
    information that the Bank may have or acquire about Borrower and any
    information about any other Person submitted to the Bank by or on behalf of
    Borrower. (4) Negotiability Defenses Waived. If this Note is not a
    negotiable instrument, Borrower waives all defenses (except such defenses as
    may be asserted against a holder in due course of a negotiable instrument)
    which Borrower may have or acquire against any Transferee who takes this
    Note, or any complete or partial interest in it, for value, in good faith
    and without notice that it is overdue or has been dishonored or of any
    defense against or claim to it on the part of any Person.

J.  No Oral Changes; No Waiver by the Bank; Partial Unenforceability. This Note
    may not be changed orally. Neither a waiver by the Bank of any of its
    options, powers or rights in one or more instances, nor any delay on the
    part of the Bank in exercising any of them, nor any partial or single
    exercise thereof, shall constitute a waiver thereof in any other instance.
    Any provision of this Note which is prohibited, unenforceable or not
    authorized in any jurisdiction shall, as to such jurisdiction, be
    ineffective to the extent of such prohibition, unenforceability or
    non-authorization, without invalidating the remaining provisions of the Note
    in that or any other jurisdiction and without affecting the validity,
    enforceability or legality of such provision in any other jurisdiction.

<PAGE>

K.  Disputes and Litigation: (1) Governing Law. This Note and the rights and
    obligations of the Bank and Borrower hereunder shall be governed by the
    internal laws of the State of New York without giving effect to conflict of
    laws principles. (2) Jurisdiction, Venues and Service of Process. Borrower
    submits to the nonexclusive jurisdiction of the federal and state courts in
    the State of New York in New York County with respect to any dispute that
    may be made on Borrower by personal deliver at, or by mail addressed to, any
    address to which the Bank is authorized to address notices to Borrower. (3)
    Waiver of Defenses, Setoffs, Counterclaims and Certain Damages. Borrower
    waives the right to assert any defense, setoff or counterclaim in any
    proceeding relating in any way to this Note or any transaction contemplated
    hereby. The Bank shall not have any liability for negligence, except solely
    to the extent required by law and not disclaimable, and except for its own
    gross negligence or willful misconduct. In any event, the Bank shall not
    have any liability for any special, consequential or punitive damages. (4)
    Sovereign Immunity. Borrower irrevocably waives, with respect to itself and
    its property, any sovereign immunity that it may have or hereafter acquire,
    including but not limited to immunity from the jurisdiction of any court,
    from any legal process, from attachment prior to judgment, from attachment
    in aid of execution, from execution or otherwise.

<PAGE>

L.  Notice. Any notice in connection with any of the Liabilities shall be in
    writing and may be delivered personally or by cable, telex, telecopy or
    other electronic means of communication, or by certified mail, return
    receipt requested, addressed (a) to Borrower as set forth herein or to any
    other address that the Bank believes to be Borrower's address, and (b) to
    the Bank at Bank Hapaolim B.M., 1177 Avenue of the Americas, New York, New
    York 10036, Attention Legal Department. Any such notices shall be addressed
    to such other address(es) as may be designated in writing hereafter. All
    such notices shall be deemed given when delivered personally or
    electronically or when mailed, except notice of change of address, which
    shall be deemed to have been given when received.

M.  Definitions. The following definitions apply in this Note: (1) Acceleration.
    Any acceleration of payment of requirement of prepayment of any Debt, or any
    Debt's becoming due and payable prior to stated maturity. (2) Account: (a)
    the balance of any account of Borrower with any Person, (b) any claim of
    Borrower against any Person and/or (c) any property in the possession or
    custody of, or in transit to, any Person, whether for safekeeping,
    collection, pledge or otherwise, as to which Borrower has any right, power
    or interest, in each case whether existing now or hereafter, in any
    jurisdiction worldwide, and whether or not disconnected in the same currency
    as any of the Liabilities. (3) Agreement. Any agreement or instrument
    (including but not limited to this Note), no matter when made, under which
    any Party is obligated to any Person. (4) Applicable Rate. Whichever of the
    Loan Rate or Increased Rate is the applicable interest rate at any time. (5)
    Bank: Bank Hapoalim B.M. (6) Borrower. The Person(s) executing this Note at
    paragraph 9 or any one or more of them. "Borrower" may refer to one or more
    Persons. (7) Business Day. Any day on which both (a) banks are regularly
    open for business in New York City and (b) the Office is open for ordinary
    business in the Bank's discretion, the Office may be closed on any Saturday,
    Sunday, legal holiday or other day on which it is lawfully permitted to
    close. (8) Control. The power, alone or in conjunction with others, directly
    or indirectly, through voting securities, by contract or otherwise, to
    direct or cause the direction of a Person's management and policies. (9)
    Costs and Expenses. Any and all reasonable costs and expenses (including but
    not limited to attorneys' fees and disbursements) incurred in connection
    with the Borrower and/or the Liabilities, including but not limited to those
    for (a) any action taken, whether or not by litigation, to collect, or to
    protect rights or interests with respect to, or to preserve any collateral
    securing, any of the Liabilities; (b) compliance with any legal process or
    any order or directive of any Governmental Authority with respect to any
    party; (c) any litigation or administrative proceeding relating to any Party
    and/or (d) any amendment, modification, extension or waiver with respect to
    any of the Liabilities. (10) Debt. Any Party's obligation of any sort (in
    whole or in part for the payment of money to any Person, whether (a)
    absolute or contingent, (b) secured or unsecured, (c) joint, several or
    independent, (d) nor or hereafter existing, or (e) due or to become due.
    (11) Debtor Relief Action. The commencement by any Party or (unless
    dismissed or terminated within 30 days) against any Party of any proceeding
    under any law of any jurisdiction (domestic or foreign) relating to
    bankruptcy, reorganization, insolvency, arrangement, composition,
    receivership, liquidation, dissolution, moratorium or other relief of
    financially distressed debtors, or the making by any Party of any assignment
    for the benefit of creditors. (12) Default. Any breach, default or event of
    default under, or any failure to comply with, any provision of any
    Agreement. (13) Event of Default. Any event set forth in paragraph D. (14)
    Exchange Control Permit. Any permit or license issued by a Governmental
    Authority outside the United States under which any Party is permitted (a)
    to incur and pay any of the Liabilities in the United States in any
    currency(ies) in which denominated or (b) to enter into, incur and, or
    perform any other obligation or Agreement. (15) Governmental Authority. Any
    domestic or foreign, national or local (a) government, (b) governmental,
    quasi-governmental or regulatory agency or authority, (c) court or (d)
    central bank or other monetary authority. (16) Increased Rate. (a) If the
    Loan Rate is a Variable Prime-Based Rate, the Increased Rate with respect to
    the entire outstanding principal balance shall be the Loan Rate plus 2% per
    year; (b) if the Loan Rate is not a Variable Prime-Based Rate, the Increased
    Rate with respect to any amount of principal or installment shall be (i) the
    Loan Rate plus 2% per year prior to the applicable Payment Date and (ii) the
    Prime Rate plus 4% per year on or subsequent to the applicable Payment Date.
    (17) Law. Any treaty, law, regulation, rule, Judgment, order, decree,
    guideline, interpretation or request (whether or not having the force of
    law) issued by any Governmental Authority. (18) Liabilities. (a) any and all
    of the Debt evidenced by this Note, and any and all other Debt of Borrower
    to, or held or to be held by, the Bank in any jurisdiction worldwide for its
    own account or as agent for another or others, whether created directly or
    acquired by Transfer or otherwise, and (b) any and all obligations of any
    other Party with respect to any of such Debt. (19) Loan Rate. The interest
    rate determined under paragraph 2. (20) Material. Material to the business
    or financial condition of any Party on a consolidated or consolidating
    basis. (21) Office. The Bank's office at 1177 Avenue of the Americas, New
    York, New York 10036, or such other place as the Bank may specify by notice.
    (22) Party. (a) borrower; (b) any maker co-maker or endorser or any
    Agreement evidencing or any guarantor surety, accommodation party or
    indemnitor with respect to, or any Person that provides any collateral as
    security for, or any Person that issues a subordination, comfort letter,
    standby letter of credit, repurchase agreement, put agreement, option, other
    Agreement or other credit support with respect to any of the Liabilities;
    (c) if any Party is a partnership or joint venture, any general partner or
    joint venturer in such Party, and (d) any Person (i) that is under the
    Control of any Party and (ii) whose business or financial condition is
    Material to such Party. (23) Payment Date. Any Business Day on which any
    part of the principal or any installment of this Note becomes due and
    payable under paragraph 1 (and not on account of an Acceleration). (24)
    Person. Any person, partnership, joint venture, company, corporation,
    uncorporated organization or association, trust, estate, Governmental
    Authority, or any other entity. (25) Prepaid Principal. Any amount of
    principal or any installment of this Note which Borrower pays prior to the
    applicable Payment Date for such amount. (26) Prepayment Costs. All losses,
    costs and expenses incurred as a result of receiving Prepaid Principal and
    of reinvesting it at rate(s) which may be less than the Applicable Rate for
    such Prepaid Principal. (27) Prime Rate. The Bank's New York Branch's stated
    Prime Rate as reflected in the books and records as such Prime Rate may
    change from time to time. The Bank's determination of its Prime Rate shall
    be conclusive and final. The Prime Rate is a reference rate and not
    necessarily the lowest interest rate charged by the Bank. (28) Regulatory
    Costs. Any and all costs and expenses of complying with any Law, including
    but not limited to with respect to (a) any reserves or special deposits
    maintained for or with, or pledges to, any Governmental Authority, or (b)
    any capital, capital equivalency ledger account, ratio of assets to
    liabilities, risk-based capital assessment or any other capital substitute,
    risk-based or otherwise. (29) Taxes. Any and all present and future taxes,
    levies, imposts, deductions, charges and withholdings in any jurisdiction
    worldwide, and all liabilities with respect thereto, which are imposed with
    respect to this Note or to any amount payable under this Note, excluding
    taxes determined on the basis of the net income of a Person or of any of its
    offices. (30) Transfer. Any negotiation, assignment, participation,
    conveyance, grant of a security interest, lease, delegation, or any other
    direct or indirect transfer of a complete or partial, legal, beneficial,
    economic or other interest or obligation. (31) Transferee. Any Person to
    whom a Transfer is made. (32) Transferred Items. Items defined in paragraph
    I. (33) Treasury Obligation. A note, bill or bond issued by the United
    States Treasury Department as a full faith and credit general obligation of
    the United States. (34) Variable Prime-Based Rate. Any Applicable Rate which
    is determined based on the Prime Rate. Any such rate shall change
    automatically when and as the Prime Rate changes.