EXHIBIT 10.10


                           SENIOR GRID PROMISSORY NOTE


                                                              New York, New York
$1,000,000                                                         June 18, 2002


      For value received, the undersigned unconditionally (and if more than one,
jointly  and  severally)  promises  to pay to the order of  JPMORGAN  CHASE BANK
(`Chase"),  at its office located at 270 Park Avenue,  New York, New York 10017,
or to such other  address as Chase may  notify the  undersigned,  the sum of One
Million and no/100 Dollars  ($1,000,000) or such unpaid principal amount of each
loan made to the  undersigned by Chase and  outstanding  under this Note, on the
earlier  of (i)  demand,  (ii) the  maturity  date(s)  as shown on the  attached
schedule  or any  continuation  of the  schedule,  or (iii)  June 30,  2003 (the
"Maturity Date").

      This Note includes any Schedule or Rider attached hereto.

      1.    DEFINITIONS. As used in this Note:

      "BANKING DAY" means any day on which  commercial  banks are not authorized
or required to close in New York and  whenever  such day relates to an Euro Rate
loan or notice with  respect to any Euro Rate loan,  a day on which  dealings in
U.S. dollar deposits are also carried out in the London interbank market.

      "CONSOLIDATED CURRENT ASSETS" means, in respect of the undersigned, all of
its current  assets and the  current  assets of its  Subsidiaries  (if any) on a
consolidated  basis which  should,  in  accordance  with GAAP,  be classified as
current assets.

      "CONSOLIDATED  CURRENT  LIABILITIES" means, in respect of the undersigned,
all of its current  liabilities and the current  liabilities of its Subsidiaries
(if any) on a  consolidated  basis which  should,  in  accordance  with GAAP, be
classified as current liabilities.

      "CONSOLIDATED  TANGIBLE  NET WORTH"  means,  in  respect of a Person,  the
consolidated stockholders' equity in such Person and its Subsidiaries determined
in  accordance  with GAAP,  except that there shall be  deducted  therefrom  all
intangible  assets (other than  leasehold  improvements)  of such Person and its
Subsidiaries, such as organization costs, unamortized debt discount and expense,
goodwill, patents, trademarks,  copyrights, contractual franchises, and research
and development expenses.

      "DEBT" of any Person means (i) all obligations of such Person for borrowed
money  (including  in the case of the  undersigned)  the  aggregate  outstanding
amount  of loans  hereunder)  or the  deferred  purchase  price of  property  or
services,  (ii) all  obligations  of such  Person  evidenced  by  bonds,  notes,
debentures,  drafts or similar instruments or securities, (iii) indebtedness for
borrowed money or the deferred purchase price of property or services accrued by
any lien existing on property  owned or acquired by such Person,  whether or not
the liability secured thereby shall have

<PAGE>


been incurred or assumed by such Person,  (iv) all capitalized lease obligations
of such Person,  (v) the undrawn  amount of all letters of credit issued for the
account of such Person, and (vi) all guaranties and other contingent obligations
of such Person in respect of obligations  and  liabilities of others referred to
in clauses (i)-(v) above.

      "EURO RATE"  means,  for any Fixed Rate loan based upon the LIBOR Rate for
any Interest Period therefor,  a rate per annum (rounded upwards,  if necessary,
to the nearest 1/16 of 1%) to be equal to the quotient of (i) the LIBOR Rate for
such loan for such  Interest  Period,  divided  by (ii) one  minus  the  Reserve
Requirement for such loan for such Interest Period plus two and one-half percent
(2.5%).

      "FISCAL YEAR" means the  undersigned's  fiscal year consisting of a twelve
month period ending on each December 31.

      "GAAP" means generally accepted accounting principles in the United States
of  America  as in effect  on the date  hereof  and from time to time  hereafter
consistently applied.

      "INTEREST  PERIOD"  means with  respect to Euro Rate loans,  the period as
Chase may offer and as the Borrower may select,  commencing on the Loan Date and
ending on the  numerically  corresponding  day in the first,  second,  third, or
sixth calendar month  thereafter,  provided that each such Interest Period which
commences on the last  Banking Day of a calendar  month (or on any day for which
there is no numerically corresponding day in the appropriate subsequent calendar
month) shall end on the last Banking Day of the  appropriate  calendar month. In
no event  shall an  Interest  Period  have a duration  of less than one month or
exceed the Maturity Date.  "INTEREST  PERIOD" means with respect to Money Market
Rate loans,  for any single  borrowing,  the period for which such  borrowing is
offered.

      "LIBOR RATE" means the rate per annum (rounded upwards,  if necessary,  to
the nearest  1/16 of 1%) quoted by the London  office of Chase at  approximately
11:00 a.m.  London time (or as soon  thereafter  as  practicable)  on the Second
Business Day prior to the commencement of an Interest Period for the offering by
Chase to leading  banks in the London  interbank  market of United States dollar
deposits  having a term  comparable  to such  Interest  Period  and in an amount
comparable to the principal amount of the loan under the Note.

      "LOAN DATE" means the date on which a loan under this Note is made.

      "MONEY  MARKET  RATE"  means if offered,  a rate of  interest  per year as
offered  by Chase  from time to time on any single  commercial  borrowing  for a
period of up to ninety (90) days.  The Money  Market Rate of interest  available
for any subsequent  borrowings may differ since Money Market Rates may fluctuate
on a daily basis.

      "PERSON"  means an  individual,  a  corporation,  a company,  a  voluntary
association,  a  partnership,  a  trust,  an  unincorporated  organization  or a
government or any agency, instrumentality or political subdivision thereof.

      "REGULATION D" means Regulation D of the Board of Governors of the Federal
Reserve System as the same may be amended or supplemented from time to time.

<PAGE>


      "REGULATORY  CHANGE"  means any  change  after  the date  hereof in United
States federal, state or foreign laws or regulations (including Regulation D) or
the adoption or making  after such date of any  interpretations,  directives  or
requests  applying to a class of banks including the Bank of or under any United
States federal or state,  or any foreign,  laws or  regulations  (whether or not
having  the force of law) by any court or  governmental  or  monetary  authority
charged with the interpretation or administration thereof.

      "RESERVE  REQUIREMENT"  means,  for any Euro  Rate  loan for any  Interest
Period  therefor,  the average  maximum rate at which  reserves  (including  any
marginal,  supplemental  or emergency  reserves)  are required to be  maintained
during such  Interest  Period under  Regulation D by member banks of the Federal
Reserve System in New York City with deposits exceeding  $5,000,000,000  against
"Eurocurrency liabilities" (as such term is used in Regulation D).

      "SUBSIDIARY"  means any  corporation  or other  entity of which at least a
majority of the securities or other ownership  interests  having ordinary voting
power  (absolutely  or  contingently)  for the  election of  directors  or other
persons  performing  similar  functions  are  at  the  time  owned  directly  or
indirectly by the undersigned.

      2.    MATURITY  DATE(S).  Each loan shall mature on the earlier of demand,
the last day of the Interest  Period  therefore as noted on the  Interest Period
column on the attached  schedule or the  Maturity  Date.  As to a Variable  Rate
loan, if no Interest  Period is noted,  then such loan is payable on the earlier
of demand or the Maturity Date.

      3.    INTEREST.  The  undersigned  promises to pay  interest on the unpaid
balance of the principal amount of each such loan from and including the date of
each such loan to but  excluding the date such loan shall be paid in full at the
following  applicable  rates,  as may be  offered by Chase and  selected  by the
undersigned:

      Variable Rate:    A rate of interest  per year which  shall  automatically
                        increase  or  decrease  from time to time so that at all
                        times  such  rate  shall  remain  equal to that  rate of
                        interest  from  time to time  announced  by Chase at its
                        head office as its prime  commercial  lending  rate (the
                        "Prime Rate") plus one-half  percent (.50%).  Changes in
                        the rate of interest  hereunder shall be effective as of
                        and for the entire day on which such change in the Prime
                        Rate becomes effective;

      and

      Fixed Rate: A rate per year for each  Interest  Period for each loan under
                  this Note  equal to either  the Euro Rate or the Money  Market
                  Rate.

      Unless three Business Days prior to the expiration of an Interest  Period,
the  undersigned  requests  and Chase  quotes a new Fixed Rate for a  subsequent
Interest  Period on an  existing  Fixed  Rate  loan,  such Fixed Rate loan shall
automatically  convert to a Variable Rate loan on the day immediately  following
the last day of the current Interest Period.  The minimum  principal amount of a
Variable Rate or Fixed Rate loan shall be $500,000.

<PAGE>


      Interest  shall be payable in arrears (a) as to a Variable  Rate loan,  on
the first day of each month and (b) as to a Fixed Rate loan,  on the last day of
each Interest  Period,  or if such Interest Period is more than 90 days, then on
the 90th day after  the date of such  loan and on the last day of such  Interest
Period, unless otherwise specified on a Rider attached hereto, in respect of the
corresponding principal and (c) on the maturity date of any loan. Interest shall
be calculated (i) on a Variable Rate loan, on the basis of a year of 365 days or
366 days (as the case may be), and (ii) on a Fixed Rate loan,  on the basis of a
year of 360 days and payable for the actual number of days elapsed.

      After the occurrence of an Event of Default set forth below, Chase, at its
option, by written notice to the undersigned,  may increase the interest rate on
this Note by an additional  two percent (2%) per year,  effective on the date of
such notice.

      4.    PAYMENTS. All payments under this Note shall be made in lawful money
of the United States of America and in  immediately  available  funds at Chase's
office  specified  above.  Chase may (but shall not be  obligated  to) debit the
amount of any payment  (principal  or interest)  under this Note when due to the
deposit  accounts of the undersigned  with Chase listed below.  This Note may be
prepaid without penalty or premium unless otherwise specified herein.  Chase may
apply any money  received or collected for payment of this Note to the principal
of,  interest on or any other amount payable under,  this Note in any order that
Chase may elect.

      All  amounts   payable   hereunder   shall  be  made  without  set-off  or
counterclaim  and  clear  of and  without  deduction  for  any  and  all  taxes,
registration  fees,  duties,  levies or any  other  deductions  or  withholdings
whatsoever imposed, collected or made with repeat to this Note. In the event the
undersigned  or Chase is compelled by  applicable  law to pay or deduct any such
amounts,  the undersigned  shall pay to Chase such additional  amounts to insure
that Chase  receives an amount equal to the full amount it otherwise  would have
received had such deduction not been made.

      Whenever  any  payment  to be  made  hereunder  (including  principal  and
interest) shall be stated to be due on a day on which Chase's head office is not
open for business,  that payment will be due on the next following  Banking Day,
and any extension of time shall in each case be included in the  computation  of
interest payable on this Note.

      If any payment  (principal  or interest)  shall not be paid when due other
than a payment of the entire principal balance of the Note due upon acceleration
after default,  to the extent permitted by applicable law, the undersigned shall
pay a late  payment  charge  equal to five  percent  (5%) of the  amount of such
delinquent  payment,  provided that the amount of such late payment charge shall
be not less than $25 nor more than $500.

     5.    ADDITIONAL  COSTS.  If as a result  of any Regulatory  Change,  Chase
determines (which  determination  shall be conclusive) that the cost to Chase of
making  or  maintaining  the  loan  is  increased,  or any  amount  received  or
receivable  by Chase  hereunder  is  reduced,  or Chase is  required to make any
payment (including without limitation in connection with any reserves or capital
adequacy  requirements  or  assessments)  in  connection  with  any  transaction
contemplated  hereby,  then the  undersigned  shall pay to Chase on demand  such
additional  amount or amounts as Chase determines will compensate Chase for such
increased cost, reduction or payment. Chase

<PAGE>


will,  within 90 days of such demand,  provide the undersigned  with a statement
setting forth the  calculation of such additional  amount or amounts;  provided,
however,  the failure of Chase to provide such  statement  shall not relieve the
undersigned of its payment obligation.

      6.    ILLEGALITY.  If it becomes  unlawful for Chase or its lending office
to make,  convert  or  maintain  any  loan,  Chase  shall  promptly  notify  the
undersigned, and Chase shall not make, convert or maintain any loan and any loan
outstanding  shall be prepaid on demand,  together with interest and any amounts
due under the CERTAIN COMPENSATION section below.

      7.    CERTAIN COMPENSATION (FIXED RATE LOAN ONLY). If for any reason there
is a  principal  payment  of a loan on a date  other  than  the  last day of the
Interest  Period  thereof  (whether by demand,  prepayment,  or  otherwise) or a
failure to borrow on the date specified for borrowing,  the undersigned will pay
to Chase on  demand  such  amount  or  amounts  as shall be  sufficient  (in the
reasonable  opinion of Chase) to compensate  Chase for any loss, cost or expense
which  Chase  determines  is  attributable  to such  payment or such  failure to
borrow.  A  determination  by  Chase of the  amounts  payable  pursuant  to this
provision shall be conclusive absent manifest error.

      8.    AUTHORIZATIONS.  The  undersigned  hereby  authorizes  Chase to make
loans and disburse the proceeds  thereof to the account listed below and to make
repayments  of such loans by debiting  such  account  upon oral,  telephonic  or
telecopied  instructions made by any person purporting to be an officer or agent
of the  undersigned  who is  empowered  to make  such  requests  and  give  such
instructions.  The undersigned may amend these instructions,  from time to time,
effective  upon actual  receipt of the  amendment  by Chase.  Chase shall not be
responsible for the authority,  or lack of authority,  of any person giving such
telephonic instructions to Chase pursuant to these provisions. By executing this
Note, the undersigned agrees to be bound to repay any loan obtained hereunder as
reflected  on  Chase's  books and  records  and made in  accordance  with  these
authorizations, regardless of the actual receipt of the proceeds thereof.

      9.    RECORDS. The date, principal amount, interest rate and maturity date
of each loan under this Note and each  payment  of  principal,  loan(s) to which
such  principal is applied  (which shall be at the  discretion of Chase) and the
outstanding  principal balance of loans, shall be recorded by Chase on its books
and prior to any  transfer of this Note (or, at the  discretion  of Chase at any
other time) endorsed by Chase on the schedule  attached or any  continuation  of
the schedule. Any such endorsement shall be conclusive absent manifest error.

      10.   REPRESENTATIONS  AND  WARRANTIES.  The  undersigned  represents  and
warrants upon the execution and delivery of this Note and upon each loan request
hereunder, that: (a) it is duly organized and validly existing under the laws of
the  jurisdiction of its  organization or  incorporation  and, if relevant under
such laws,  in good  standing;  (b) it has the power to execute and deliver this
Note and to perform its obligations hereunder and has taken all necessary action
to authorize  such  execution,  delivery and  performance;  (c) such  execution,
delivery and  performance  do not violate or conflict with any law applicable to
it, any provision of its organizational  documents, any order or judgment of any
court or other agency of government applicable to it or any of its assets or any
material contractual restriction binding on or materially affecting it or any of
its assets;  (d) to the best of  undersigned's  knowledge,  all governmental and
other  consents  that are  required to have been  obtained by it with respect to
this Note have been obtained and are in full force and effect and all

<PAGE>


conditions of any such consents have been  complied  with;  (e) its  obligations
under this Note constitute its legal, valid and binding obligations, enforceable
in accordance  with its terms except to the extent that such  enforcement may be
limited by applicable  bankruptcy,  insolvency  or other similar laws  affecting
creditors'   rights  generally;   (f)  all  financial   statements  and  related
information  furnished  and to be  furnished  to Chase  from time to time by the
undersigned  are true and  complete  and fairly  present the  financial or other
information  stated therein as at such dates or for the periods covered thereby;
(g) there are no actions,  suits,  proceedings or investigations  pending or, to
the  knowledge  of  the  undersigned,   threatened   against  or  affecting  the
undersigned before any court,  governmental agency or arbitrator,  which involve
forfeiture of any assets of the  undersigned or which may  materially  adversely
affect the  financial  condition,  operations,  properties  or  business  of the
undersigned or the ability of the  undersigned  to perform its obligation  under
this Note;  and (h) there has been no material  adverse  change in the financial
condition  of the  undersigned  since  the last  such  financial  statements  or
information.

      11.   AFFIRMATIVE COVENANTS. The undersigned agrees that it shall:

            (a)   Furnish to Chase, within 120 days after and as at the close of
each  Fiscal  Year,  a  consolidated  (and  consolidating)  balance  sheet(s) of
undersigned  and  its   consolidated   Subsidiaries,   and   consolidated   (and
consolidating)  statements  of income,  cash flows and changes in  shareholders'
equity of undersigned and its consolidated  Subsidiaries  prepared in accordance
with GAAP  consistently  applied,  on an audit  basis,  prepared  by  Delloite &
Touche,  LLP, or other independent public accounting firm satisfactory to Chase,
and  accompanied by a satisfactory  report of such  accountants  which shall not
contain any qualification of opinion or disclaimer;

            (b)   Furnish to Chase,  within 45 days after the end of each Fiscal
Quarter, a consolidated (and consolidating)  balance sheet(s) of undersigned and
its  consolidated  Subsidiaries  as at the end of each such  quarter and related
consolidated (and consolidating)  statements of income, cash flow and changes in
shareholders'  equity of the undersigned and its  consolidated  Subsidiaries for
the Fiscal Quarter and from the beginning of such Fiscal Year to the end of such
Fiscal Quarter,  together with comparisons to the previous year, if appropriate,
and to  budget  projections,  prepared  in  conformity  with  GAAP  consistently
applied, and certified by an appropriate financial officer of undersigned;

            (c)   Furnish to Chase when  loans are  outstanding,  within 20 days
after the end of each month, a statement of accounts  receivable,  to be in form
and substance satisfactory to Chase;

            (d)   Furnish to Chase  such other  books,  records  and  reports as
Chase may from time to time reasonably request;

            (e)   Permit  representatives  of Chase to visit and  inspect any of
the properties of undersigned and its Subsidiaries,  examine its corporate books
and  records,  and to make  extracts  or copies of such books and  records,  and
discuss its affairs,  finances and accounts with its officers,  accountants  and
agents,  provided that the foregoing shall only be done at reasonable  times and
with  not  more  than  reasonable  frequency,  and  provided  further  that  the
reasonable  cost  of  such  inspections  and  examinations   shall  be  paid  by
undersigned.

<PAGE>


      12.   NEGATIVE  COVENANTS.  The undersigned  agrees that it shall not, and
shall not permit any Subsidiary to:

            (a)   Incur,  create,  permit  to  exist  or  assume,   directly  or
indirectly,  any  Debt  other  than  (i) Debt to  Chase,  (ii)  and  (ii)  trade
indebtedness (which shall not include any borrowing,  trade acceptances or notes
given in settlement of trade  indebtedness)  incurred in the ordinary  course of
business and not more than 30 days overdue;

            (b)   Pledge or encumber any of its assets, except mortgages, liens,
security interests or encumbrances granted to Chase;

            (c)   Loan or make advances to, or  guarantee,  indorse or otherwise
be or become liable or contingently liable in connection with the obligations or
indebtedness of any other Person, directly or indirectly;

      13.   FINANCIAL COVENANTS. The undersigned shall maintain at all times the
following financial covenants and ratios:

            (a)   Debt to Consolidated Tangible Net Worth plus Subordinated Debt
of not more than 2 to 1;

            (b)   Consolidated    Current   Assets   to   Consolidated   Current
Liabilities of not less than 1.25 to 1.

      14.   NO COMMITMENT.  This Note does not create and shall not be deemed or
construed  to create  any  contractual  commitment  to lend by  Chase.  Any such
commitment  in  respect  of this  Note  can  only be made by and  shall  only be
effective to the extent set forth in a separate writing expressly designated for
that purpose and subscribed by a duly authorized officer of Chase.

      15.   SECURITY. As collateral security for the payment of this Note and of
any and all other  obligations and liabilities of the undersigned to Chase,  now
existing  or  hereafter  arising,  the  undersigned  grants to Chase a  security
interest  in and a lien upon and right of offset  against  all  moneys,  deposit
balances,  securities or other property or interest  therein of the  undersigned
now or at any  time  hereafter  held  or  received  by or  for  or  left  in the
possession or control of Chase or any of its affiliates, including subsidiaries,
whether for safekeeping,  custody,  transmission,  collection, pledge or for any
other or different purpose.

      16.   DEFAULT.  If any of the following events of default shall occur with
respect to any of the undersigned (each an "Event of Default"):

            (a)   the  undersigned  shall  fail  to pay  the  principal  of,  or
interest on, this Note, or any other amount payable under this Note, as and when
due and payable;

            (b)   any  representation  or  warranty  made or deemed  made by the
undersigned in this Note or in any document granting security or support for (or
otherwise  executed  in  connection  with)  this  Note  or by  any  third  party
supporting   or  liable  with  respect  to  this  Note   (whether  by  guaranty,
subordination,  grant of security or any other credit support,  a "Third Party")
in any

<PAGE>


document  evidencing the  obligations of a Third Party (this Note and all of the
foregoing documents and all agreements,  instruments or other documents executed
by the undersigned or a Third Party being the "Facility  Documents") or which is
contained in any certificate,  document,  opinion,  financial or other statement
furnished at any time under or in connection with any Facility  Document,  shall
prove to have been  incorrect in any material  respect on or as of the date made
or deemed made;

            (c)   the  undersigned  or any Third  Party shall fail to perform or
observe any term,  covenant or agreement  contained in any Facility  Document on
its part to be performed or observed (not constituting an Event of Default under
any other  clause of this  section),  and such  failure  shall  continue  for 30
consecutive days;

            (d)   the  undersigned or any Third Party shall fail to pay when due
any indebtedness  (including but not limited to indebtedness for borrowed money)
or if any such indebtedness shall become due and payable, or shall be capable of
becoming due and payable at the option of any holder thereof, by acceleration of
its maturity,  or if there shall be any default by the  undersigned or any Third
Party under any agreement relating to such indebtedness;

            (e)   the  undersigned or any Third Party:  (i) shall generally not,
or be unable to, or shall  admit in writing its  inability  to, pay its debts as
such  debts  become  due;  (ii)  shall  make an  assignment  for the  benefit of
creditors; (iii) shall file a petition in bankruptcy or for any relief under any
law of any jurisdiction relating to reorganization, arrangement, readjustment of
debt,  dissolution  or  liquidation;  (iv)  shall have any such  petition  filed
against  it and the same  shall  remain  undismissed  for a period of 30 days or
shall consent or acquiesce thereto; or (v) shall have had a receiver,  custodian
or trustee appointed for all or a substantial part of its property;

            (f)   if the  undersigned or any Third Party is an individual,  such
individual shall die or be declared incompetent;

            (g)   any Third Party  Facility  Document  shall at any time and for
any reason  cease to be in full force and effect or shall be  declared  null and
void, or its validity or enforceability shall be contested by the relevant Third
Party or such Third Party shall deny it has any further  liability or obligation
under any Facility  Document or shall fail to perform its obligations  under any
Facility Document;

            (h)   any  security  agreement  or other  agreement  (whether by the
undersigned or any Third Party) granting a security interest,  lien, mortgage or
other encumbrance  securing obligations under any Facility Document shall at any
time and for any reason  cease to create a valid and  perfected  first  priority
security  interest,  lien,  mortgage or other  encumbrance in or on the property
purported to be subject to such agreement or shall cease to be in full force and
effect or shall be declared null and void, or the validity or  enforceability of
any such agreement  shall be contested by any party to such  agreement,  or such
party shall deny it has any further liability or obligation under such agreement
or any such  party  shall  fail to  perform  any of its  obligations  under such
agreement;

<PAGE>


            (i)   the  undersigned  shall make or permit to be made any material
change in the character,  management or direction of the undersigned's  business
or  operations  (including,  but not  limited  to,  a  change  in its  executive
management  or in the  ownership of its capital  stock which effects a change in
the control of any such business or  operations),  which is not  satisfactory to
Chase;

            (j)   the  undersigned  or any Third Party  shall  suffer a material
adverse change in its business, financial condition, properties or prospects;

            (k)   any  action,  suit,  proceeding  or  investigation  against or
affecting  the  undersigned  or a Third Party  before any court or  governmental
agency which  involves  forfeiture of any assets of the  undersigned  or a Third
Party shall have been commenced; or

            (l)   one or more  judgments,  decrees or orders for the  payment of
money in excess of  $50,000  in the  aggregate  shall be  rendered  against  the
undersigned  and shall  continue  unsatisfied  and in effect  for a period of 30
consecutive  days  without  being  vacated,  discharged,  satisfied or stayed or
bonded pending appeal.

      THEN, in any such case, if Chase shall elect by notice to the undersigned,
the unpaid principal amount of this Note, together with accrued interest and any
other amounts due  hereunder  shall become  forthwith due and payable;  provided
that in the case of an event of default  under (e) above,  the unpaid  principal
amount of this Note,  together  with accrued  interest and any other amounts due
hereunder shall  immediately  become due and payable without any notice or other
action by Chase.

      17.   CERTAIN WAIVERS.  The undersigned  waive(s)  presentment,  notice of
dishonor, protest and any other notice or formality with respect to this Note.

      18.   COSTS. The undersigned agree(s) to reimburse Chase on demand for all
reasonable  costs,  expenses and charges  (including,  without  limitation,  any
taxes,  fees and charges of external legal counsel for Chase and costs allocated
by  its  internal  legal   department)  in  connection  with  the   preparation,
interpretation,  administration, performance or enforcement of this Note and the
Facility Documents.

      19.   NOTICES. All notices,  requests,  demands or other communications to
or upon the  undersigned  or Chase shall be in writing and shall be deemed to be
delivered  upon receipt if  delivered by hand or overnight  courier or five days
after  mailing to the  address (a) of the  undersigned  as set forth next to the
undersigned's  execution of this Note, (b) of Chase as first set forth above, or
(c) of the  undersigned  or Chase at such other  address as the  undersigned  or
Chase shall specify to the other in writing.

      20.   ASSIGNMENT.  This Note shall be binding upon the undersigned and its
or their  successors  and shall inure to the benefit of Chase and its successors
and assigns.

<PAGE>


      21.   AMENDMENT  AND  WAIVER.  This Note may be amended  only by a writing
signed on behalf of each  party and shall be  effective  only to the  extent set
forth in that  writing.  No delay by  Chase  in  exercising  any  power or right
hereunder shall operate as a waiver thereof or of any other power or right;  nor
shall any single or partial  exercise  of any power or right  preclude  other or
future exercise thereof, or the exercise of any other power or right hereunder.

      22.   GOVERNING  LAW;  JURISDICTION.  This Note shall be  governed  by and
construed in accordance  with the laws of the State of New York. The undersigned
consent(s) to the  nonexclusive  jurisdiction  and venue of the state or federal
courts located in such state. The undersigned  hereby waives any objection which
it or they  may now or  hereafter  have to the  laying  of  venue of any suit or
action arising out of this Note in such courts and further waives any claim that
any such  suit or  action  brought  in any such  court  has been  brought  in an
inconvenient  forum.  In the event of a dispute  hereunder,  suit may be brought
against  the  undersigned  is  such  courts  or in any  jurisdiction  where  the
undersigned or any of its assets may be located.  Service of process by Chase in
connection  with any dispute shall be binding on the  undersigned if sent to the
undersigned by registered  mail at the  address(es)  specified  below or to such
further address(es) as the undersigned may specify to Chase in writing.

      23.   MAXIMUM INTEREST.  Notwithstanding any other provision of this Note,
the  undersigned  shall not be required to pay any amount  pursuant to this Note
which  is in  excess  of  the  maximum  amount  permitted  to be  charged  under
applicable  law and any such  excess  interest  paid  shall be  refunded  to the
undersigned or applied to principal owing hereunder.

     24.    JURY, CERTAIN DEFENSES AND SET-OFF WAIVERS.  THE UNDERSIGNED  HEREBY
KNOWINGLY,  VOLUNTARILY  AND  INTENTIONALLY  WAIVE(S)  (TO  THE  FULLEST  EXTENT
PERMITTED BY APPLICABLE LAW) ANY RIGHT TO A TRIAL BY JURY OF ANY DISPUTE ARISING
UNDER OR RELATING  TO THIS NOTE OR ANY  FACILITY  DOCUMENT,  AND AGREES THAT ANY
SUCH DISPUTE SHALL, AT CHASE'S OPTION, BE TRIED BEFORE A JUDGE SITTING WITHOUT A
JURY.

      IN ADDITION,  THE  UNDERSIGNED  WAIVES THE RIGHT TO INTERPOSE  ANY DEFENSE
BASED  UPON ANY  STATUTE OF  LIMITATIONS  OR ANY CLAIM OF DELAY BY CHASE AND ANY
SET-OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION.


                                         CHASE ACCOUNT NO. TO BE CHARGED FOR
                                         DISBURSEMENTS AND PAYMENTS:



                                         ---------------------------------


                                         FIND SVP, INC.

<PAGE>


                                         BY: ___________________________________


                                         PRINT NAME: ___________________________


                                         TITLE: ________________________________



         ADDRESS FOR NOTICES:
         625 AVENUE OF THE AMERICAS
         NEW YORK, NEW YORK 10011
         TELECOPIER NO.  (212)255-7632

<PAGE>


                        SCHEDULE TO GRID PROMISSORY NOTE
                                OF FIND SVP, INC.
                               DATED JUNE 18, 2002

<TABLE>
<CAPTION>
================== ================== ================ ================= ================== ====================== ===============
                                                                                             AGGREGATE PRINCIPAL
     DATE OF           INTEREST                                                               BALANCE REMAINING     NOTATION MADE
      LOAN              PERIOD        AMOUNT OF LOAN    INTEREST RATE    AMOUNT OF PAYMENT         UNPAID                BY
================== ================== ================ ================= ================== ====================== ===============
<S>                <C>                <C>              <C>               <C>                <C>                    <C>

------------------ ------------------ ---------------- ----------------- ------------------ ---------------------- ---------------

------------------ ------------------ ---------------- ----------------- ------------------ ---------------------- ---------------

------------------ ------------------ ---------------- ----------------- ------------------ ---------------------- ---------------

------------------ ------------------ ---------------- ----------------- ------------------ ---------------------- ---------------

------------------ ------------------ ---------------- ----------------- ------------------ ---------------------- ---------------

------------------ ------------------ ---------------- ----------------- ------------------ ---------------------- ---------------

------------------ ------------------ ---------------- ----------------- ------------------ ---------------------- ---------------

------------------ ------------------ ---------------- ----------------- ------------------ ---------------------- ---------------

------------------ ------------------ ---------------- ----------------- ------------------ ---------------------- ---------------

------------------ ------------------ ---------------- ----------------- ------------------ ---------------------- ---------------

------------------ ------------------ ---------------- ----------------- ------------------ ---------------------- ---------------

------------------ ------------------ ---------------- ----------------- ------------------ ---------------------- ---------------

------------------ ------------------ ---------------- ----------------- ------------------ ---------------------- ---------------

================== ================== ================ ================= ================== ====================== ===============
</TABLE>