Exhibit 10.6

NEITHER THIS NOTE, NOR ANY SECURITY  ISSUABLE UPON CONVERSION  HEREOF,  HAS BEEN
REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT"),  OR
APPLICABLE  STATE  SECURITIES  LAWS.  NO INTEREST IN THIS NOTE MAY BE OFFERED OR
SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT,
OR (ii) AN  EXEMPTION  FROM  REGISTRATION  UNDER THE ACT WHERE  THE  HOLDER  HAS
FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL  REASONABLY  SATISFACTORY  TO
THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.

                                 MEDIABAY, INC.

                       CONVERTIBLE SENIOR PROMISSORY NOTE
                             DUE SEPTEMBER 30, 2002

$2,500,000                                                          May 14, 2001



     MEDIABAY,  INC.  (together with its successors,  the "Company"),  a Florida
corporation,   for  value  received,   hereby  promises  to  pay  to  Huntingdon
Corporation  or  registered  assigns (the  "Holder"),  the  principal sum of TWO
MILLION FIVE HUNDRED  THOUSAND  DOLLARS  ($2,500,000) on September 30, 2002 (the
"Maturity  Date"),  and to pay interest on the unpaid  principal  balance hereof
from the date hereof to the Maturity Date at the rate of two percent  (2.0%) per
annum  above the higher of (i) the rate of  interest  announced  publicly by The
Wall Street Journal as the "base rate on corporate  loans posted by at least 75%
of the nation's 30 largest banks" (or, if The Wall Street Journal ceases quoting
a base  rate of the type  described,  the  highest  per annum  rate of  interest
published by the Federal  Reserve Board in Federal Reserve  statistical  release
H.15 (519) entitled "Selected Interest Rates" as the Bank prime loan rate or its
equivalent)  or (ii) 1/2 of one percent (0.5%) per annum above the Federal Funds
Rate (as the case may be,  the  "Prime  Rate"),  subject  to the terms set forth
herein and the  Intercreditor  Agreement (as hereinafter  defined),  in arrears,
quarterly  on March 31,  June 30,  September  30 and  December  31 in each year,
commencing on June 30, 2001,  until the principal amount hereof shall become due
and payable;  and to pay on demand interest on any overdue principal  (including
any overdue partial  payment of principal and principal  payable at the maturity
hereof)  and  (to  the  extent  permitted  by  applicable  law)  on any  overdue
installment of interest (the due date of such payments to be determined  without
giving effect to any grace period) at the rate of four percent  (4.0%) per annum
above the Prime Rate.

1. Interest and Payment

     1.1 Interest  shall be computed on the basis of a 360 day year of twelve 30
day months for the  actual  time  elapsed.  Subject  to the  provisions  of this
Section 1 and the terms of the Senior Credit Agreement, all interest payments to
be paid in cash to Holder  hereunder  shall accrue until

<PAGE>

ten (10) days following the date that the Senior Debt (as  hereinafter  defined)
has been paid in full.

     1.2 At the  option of the  Holder  and  subject  to the terms of the Senior
Credit  Agreement,  in lieu of paying a scheduled  interest payment in cash, the
Company  shall pay such  interest  either (a) by the  issuance  to Holder of its
convertible  promissory  note in the form of this Note (each  such note  defined
herein as an "Interest  Payment Note") in the principal  amount of the scheduled
interest  payment  due on such  interest  payment  date upon the same  terms and
conditions  of this  Note or (b) in a number of whole  shares  of common  stock,
without par value  ("Common  Stock"),  of the Company,  equal to the quotient of
dividing  the amount of accrued  and unpaid  interest  payable on such  interest
payment date by an amount equal to the then current  Market Price "Market Price"
shall be deemed to mean the  average of the daily  closing  prices of a share of
Common  Stock  for the 10  consecutive  trading  days  immediately  prior to the
interest  payment  date.  The  closing  price for each day shall be (a) the last
reported  sales price or, in the case no such  reported sale takes place on such
day, the average of the reported closing bid and asked prices, in either case on
the principal national  securities  exchange on which the Common stock is listed
or  admitted  to trading  or, if the Common  Stock is not listed or  admitted to
trading on any national  securities  exchange,  on The Nasdaq Stock Market, Inc.
("Nasdaq"),  (b) if the Common Stock is not listed or admitted to trading on any
national securities exchange or quoted on Nasdaq, the average of the closing bid
and asked  prices in the  over-the-counter  market as  furnished by any New York
Stock Exchange member firm reasonably  selected from time to time by the Company
for that  purpose,  or (c) if the  Common  Stock is not  listed or  admitted  to
trading on any national  securities exchange or quoted on Nasdaq and the average
price cannot be determined as  contemplated by clause (b), the fair market value
of the Common Stock as determined in good faith by resolution of the independent
directors of the Company.  For the purposes of the preceding sentence,  the term
"trading day" shall mean each Monday, Tuesday,  Wednesday,  Thursday and Friday,
other than any day on which  securities  are not traded on such  exchange  or in
such market.  No fractional  shares of Common Stock will be issued to the Holder
in lieu of cash interest.  Instead of any fractional share which would otherwise
be issuable in lieu of cash interest,  the Company will calculate and pay a cash
adjustment in respect of such fraction  (calculated to the nearest  1/100th of a
share) in an amount equal to the same  fraction of the Market Price at the close
of  business on the fifth  business  day  immediately  preceding  such  interest
payment date.  The Holder may exercise its option to cause the Company to either
(i) issue its  Interest  Payment  Note in lieu of cash  interest  for the amount
payable on the interest payment date or (ii) to issue shares of Common Stock, in
lieu of cash interest payable on an interest payment date, by giving the Company
written  notice of either of its exercise of such option at least five  business
days prior to such  interest  payment date and the Company will deliver or cause
its transfer  agent to deliver,  to the Holder or its designee on such  interest
payment  date,  either its Interest  Payment Note in the amount of such interest
payment or duly executed  certificates  for the number of whole shares of Common
Stock so issuable to the Holder  registered  in the Holder's  name or such other
name or names and in such  denominations  as the Holder shall have designated in
its notice of exercise, as the case may be, and, if applicable,  a check payable
to the Holder for any cash adjustment in lieu of a fractional share.

     1.3 Except as provided in Section 1.2 hereof, payments of principal, Change
in Control Purchase Price (as hereinafter defined), if any, and accrued interest
shall be made in such


                                      -2-
<PAGE>

coin or  currency  of the United  States of America as at the time of payment is
legal tender for the payment of public and private Debts to the Holder hereof at
its address shown in the register maintained by the Company for such purpose.

     1.4 (a) The Company shall pay all amounts payable with respect to this Note
(without any presentment of this Note) by crediting,  by federal funds bank wire
transfer,  the account of the Holder in any bank in the United States of America
as may be designated in writing by the Holder or in such other manner or to such
other address in the United States of America as may be designated in writing by
the Holder (and as to which,  absent  subsequent  notice  from the  Holder,  the
Company may conclusively  rely).  Annex 1 shall be deemed to constitute  notice,
direction  or  designation  (as  appropriate)  by the  payee of this Note to the
Company with respect to payments to be made to such payee as above provided.  In
the absence of such written direction,  all amounts payable with respect to this
Note shall be paid by check  mailed and  addressed  to the Holder at its address
shown in the register maintained by the Company pursuant to Section 2.1.

     (b) All payments received on account of this Note shall be applied first to
the  payment  of  accrued  and  unpaid  interest  on this  Note  and then to the
reduction  of the  unpaid  principal  amount of this  Note.  In case the  entire
principal  amount of this Note is paid or this Note is purchased by the Company,
this Note shall be surrendered to the Company for  cancellation and shall not be
reissued,  and no Note shall be issued in lieu of the paid  principal  amount of
any Note.

     1.5 (a) If any  payment due on account of this Note shall fall due on a day
other than a business day, then such payment shall be made on the first business
day following  the day on which such payment shall have so fallen due;  provided
that if all or any  portion  of such  payment  shall  consist  of a  payment  of
interest,  for purposes of  calculating  such  interest,  such payment  shall be
deemed to have been  originally due on such first  following  business day, such
interest  shall accrue and be payable to (but not  including) the actual date of
payment,  and the  amount  of the  next  succeeding  interest  payment  shall be
adjusted accordingly.

     (b) Any  payment  to be made to the Holder on account of this Note shall be
deemed to have been  made on the  business  day such  payment  actually  becomes
available  at such  Holder's  bank prior to the close of  business of such bank,
provided that interest for one day at the non-default interest rate of this Note
shall be due on the amount of any such payment that actually  becomes  available
to the Holder at the Holder's bank after 1:00 p.m. (local time of such bank).

     1.6  Subject  to the  terms of the  Senior  Credit  Agreement  (as  defined
herein), the Company may, upon at least three business days prior written notice
to the Holder specifying the date of the prepayment (the "Prepayment  Date") and
the principal amount to be prepaid,  prepay the unpaid principal balance of this
Note in whole at any time or in part  from  time to  time,  without  penalty  or
premium,  in multiples of $100,000 (or if the  outstanding  principal  amount is
less than  $100,000 at such time,  then such  principal  amount)  together  with
interest  on the  principal  amount  being  prepaid  accrued  to the  designated
Prepayment Date.


                                      -3-
<PAGE>

     1.7 In the  event of a Change  in  Control,  the  Company  will,  within 15
business days after the occurrence of such event,  give notice of such Change in
Control to the Holder.  Such notice shall  contain an  irrevocable  offer to the
Holder to repurchase  this Note on a date (the "Change in Control Payment Date")
that is not less than the later of (a) thirty (30) days and not more than ninety
(90) days after the date of such  notice or (b) five (5) days  after  payment in
full of the Debt  outstanding  under the Senior Credit  Facility,  at a purchase
price equal to 100% of the aggregate  principal  amount thereof and all interest
accrued  and unpaid on such  principal  amount to the Change in Control  Payment
Date (the "Change in Control  Purchase  Price").  Each such notice shall: (i) be
dated the date of the sending of such  notice;  (ii) be executed by an executive
officer of the Company;  (ii) specify, in reasonable detail, the nature and date
of the Change in Control;  (iv) specify the Change in Control  Payment Date; (v)
specify the principal amount of this Note outstanding; (vi) specify the interest
that would be due on this Note,  accrued to the Change in Control  Payment Date;
and (vii)  specify  that this Note shall be  purchased  at the Change in Control
Purchase  Price.  The  Holder  shall  have the  option to accept or reject  such
offered payment. In order to accept such offered payment, the Holder shall cause
a notice of such  acceptance  to be  delivered to the Company at least five days
prior to the Change in Control Payment Date. A failure to accept in writing such
written offer of payment as provided in this Section 1.7, or a written rejection
of such offered  prepayment,  shall be deemed to  constitute a rejection of such
offer. The offered payment shall be made at the Change in Control Purchase Price
determined as of the Change in Control Payment Date.

     1.8 Upon any partial  payment of the outstanding  principal  amount of this
Note, the Holder shall mark this Note with a notation of the principal amount so
paid and the date of such payment.

2. Registration; Exercise; Substitution

     2.1 The Company will keep at its principal  executive office a register for
the  registration  and transfer of this Note. The name and address of the Holder
of this Note,  each transfer  hereof made in accordance  with Section 2.2(a) and
the name and address of each transferee of this Note shall be registered in such
register. The person in whose name this Note shall be registered shall be deemed
and  treated  as the owner and  holder  thereof,  and the  Company  shall not be
affected by any notice or knowledge to the  contrary,  other than in  accordance
with Section 2.2(a)

     2.2 (a) Upon  surrender of this Note at the principal  executive  office of
the Company,  duly endorsed or accompanied  by a written  instrument of transfer
duly executed by the Holder or the Holder's attorney duly authorized in writing,
the Company  will  execute and  deliver,  at the  Company's  expense  (except as
provided in Section 2.2(c)), a new Note (or Notes) in exchange  therefor,  in an
aggregate  principal  amount  equal  to  the  unpaid  principal  amount  of  the
surrendered Note. Subject to Section 2.2(b), the new Note(s) shall be registered
in such name(s) as the Holder may request. Each such new Note shall be dated and
bear  interest  from the date to which  interest  shall  have  been  paid on the
surrendered Note or dated the date of the surrendered Note, if no interest shall
have been paid thereon. Each such new Note shall carry the same rights to unpaid
interest and interest to accrue on the unpaid  principal  amount thereof as were
carried by the Note so exchanged or transferred.


                                      -4-
<PAGE>

     (b) This Note has been acquired for investment and has not been  registered
under the securities  laws of the United States of America or any state thereof.
Accordingly,  notwithstanding Section 2.2(a), neither this Note nor any interest
thereon  may be  offered  for  sale,  sold  or  transferred  in the  absence  of
registration and  qualification of this Note under applicable  federal and state
securities laws or an opinion of counsel of the Holder  reasonably  satisfactory
to the Company that such registration and  qualification are not required.  This
Note  shall  not be  transferred  in  denominations  of less than  $100,000  and
integral multiples  thereof,  provided that the Holder may transfer this Note as
an entirety regardless of the principal amount thereof.

     (c) The Company may require  payment of a sum sufficient to cover any stamp
tax or governmental change imposed in respect of any such transfer of this Note.

     2.3 Upon  receipt by the  Company  from the Holder of  evidence  reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this  Note  (which  evidence  shall  be,  if  the  Holder  is  the  payee  or an
institutional investor,  notice from the payee or such institutional investor of
such loss, theft, destruction or mutilation), and (a) in the case of loss, theft
or destruction,  of indemnity reasonably satisfactory to the Company;  provided,
however,  that if the  Holder is the  payee or an  institutional  investor,  the
unsecured  agreement of indemnity  of the payee or such  institutional  investor
shall be  deemed  to be  satisfactory;  or (b) in the case of  mutilation,  upon
surrender and cancellation  thereof; the Company at its own expense will execute
and deliver,  in lieu thereof,  a replacement  Note,  dated and bearing interest
from the date to which  interest  shall  have  been paid on such  lost,  stolen,
destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or
mutilated Note, if no interest shall have been paid thereon.

     2.4 The Company will pay taxes (if any) due (but not, in any event,  income
taxes of the  Holder)  in  connection  with  and as the  result  of the  initial
issuance  of this  Note and in  connection  with  any  modification,  waiver  or
amendment of this Note and shall save the Holder harmless, without limitation as
to time, against any and all liabilities with respect to all such taxes.

3. Senior Credit Agreement and Intercreditor Agreement

     The repayment of this Note shall be subject to the terms and  conditions of
the Senior  Credit  Agreement  and the rights and  priority  with respect to any
collateral security for the indebtedness under this Note shall be subject to the
terms  and  conditions  of  the  Intercreditor   Agreement  (the  "Intercreditor
Agreement")  dated the date hereof by and among  Holder,  the Company and Senior
Lender Agent (as defined therein).

4. Conversion

     4.1 The Holder may convert the outstanding  principal  amount of this Note,
and  accrued  and unpaid  interest  thereon  (or a portion  of such  outstanding
principal  amount as provided in Section 4.3) into fully paid and  nonassessable
shares of Common Stock of the Company ("Conversion Shares") at any time prior to
the time the outstanding  principal  amount of this Note, and accrued and unpaid
interest thereon is paid in full, at the Conversion Price then


                                      -5-
<PAGE>

in effect,  except  that if this Note is to be  prepaid  in full or  repurchased
pursuant to the provisions hereof,  such conversion right shall terminate at the
close of business on the Prepayment Date or the Change in Control Purchase Date,
as the case  may be.  The  number  of  shares  of  Common  Stock  issuable  upon
conversion of this Note shall be  determined  by dividing the  principal  amount
(and accrued and unpaid  interest,  if any) to be  converted  by the  conversion
price in effect on the Conversion  Date (the  "Conversion  Price").  The initial
Conversion  Price is $.56 and is  subject  to  adjustment  as  provided  in this
Section 4.

     The  provisions of this Note that apply to  conversion  of the  outstanding
principal amount of this Note and accrued and unpaid interest thereon also apply
to a partial  conversion of this Note.  The Holder is not entitled to any rights
of a holder of Conversion  Shares until the Holder has converted this Note (or a
portion thereof) into Conversion  Shares,  and only to the extent that this Note
is deemed to have been converted into Conversion Shares under this Section 4.

     4.2 To convert all or a portion of this Note,  the Holder must (a) complete
and sign a notice of  election  to  convert  substantially  in the form  annexed
hereto (each, a "Conversion Notice"), (b) surrender the Note to the Company, (c)
furnish  appropriate  endorsements  or  transfer  documents  if  required by the
Company and (d) pay any transfer or similar tax, if required.  The date on which
the  Holder  satisfies  all of such  requirements  is the  conversion  date (the
"Conversion  Date").  As soon as practicable,  and in any event within three (3)
business days, after the Conversion Date, the Company will deliver,  or cause to
be  delivered,  to the Holder a certificate  for the number of whole  Conversion
Shares issuable upon such  conversion and a check for any fractional  Conversion
Share  determined  pursuant to Section 4.4 and for interest on this Note accrued
and unpaid  through the  Conversion  Date  (unless  such  interest has also been
converted  as  permitted  by this  Section  4).  The  person  in whose  name the
certificate  for  Conversion  Shares  is  to  be  registered  shall  become  the
shareholder of record on the Conversion Date and, as of the Conversion Date, the
rights  of the  Holder  shall  cease as to the  portion  thereof  so  converted;
provided,  however,  that no  surrender  of a Note on any date  when  the  stock
transfer  books of the Company  shall be closed shall be effective to constitute
the person entitled to receive the Conversion Shares upon such conversion as the
shareholder of record of such Conversion Shares on such date, but such surrender
shall be effective to constitute the person  entitled to receive such Conversion
Shares as the  shareholder  of record  thereof for all  purposes at the close of
business on the next succeeding day on which such stock transfer books are open;
provided further that such conversion shall be at the Conversion Price in effect
on the date that this Note shall have been surrendered for conversion, as if the
stock transfer books of the Company had not been closed.

     4.3 In the case of a partial conversion of this Note, upon such conversion,
the Company  shall  execute  and  deliver to the  Holder,  at the expense of the
Company,  a new Note in an aggregate  principal  amount equal to the unconverted
portion  of the  principal  amount.  This  Note  may be  converted  in part in a
principal  amount equal  $100,000 or an integral  multiple  thereof,  unless the
outstanding  principal amount of this Note is less than $100,000, in which case,
only such  outstanding  principal amount and accrued and unpaid interest thereon
is convertible into Conversion Shares.


                                      -6-
<PAGE>

     4.4 No fractional Conversion Shares shall be issued upon conversion of this
Note.  Instead of any  fractional  Conversion  Share  which would  otherwise  be
issuable  upon  conversion of this Note,  the Company shall  calculate and pay a
cash  adjustment in respect of such fraction  (calculated to the nearest 1/100th
of a share) in an amount equal to the same fraction of the  Conversion  Price at
the close of business on the Conversion Date.

     4.5 The issuance of certificates for Conversion  Shares upon the conversion
of any security shall be made without charge to the Holder for such certificates
or for  any tax in  respect  of the  issuance  of such  certificates,  and  such
certificates shall be issued in the name of, or in such names as may be directed
by, the  Holder;  provided,  however,  that in the event that  certificates  for
Conversion Shares are to be issued in a name or names other than the name of the
Holder,  such Note, when surrendered for conversion,  shall be accompanied by an
instrument of transfer,  in form  satisfactory to the Company,  duly executed by
the Holder or his duly authorized attorney; and provided further, moreover, that
the Company shall not be required to pay any tax which may be payable in respect
of any transfer  involved in the issuance and delivery of any such  certificates
in a name or names other than that of the Holder,  and the Company  shall not be
required  to issue or deliver  such  certificates  unless or until the person or
persons  requesting  the  issuance  thereof  shall have paid to the  Company the
amount of such tax or shall have  established to the satisfaction of the Company
that such tax has been paid or is not applicable.

     4.6 (a) In case the Company  shall at any time after the date hereof issue,
grant or sell any Additional Stock (as hereinafter defined) for a consideration,
exercise or conversion  price per share less than the Conversion Price in effect
immediately  prior to the issuance or sale of such Additional  Stock, or without
consideration,  then forthwith upon such issuance or sale, the Conversion  Price
shall (upon such issuance or sale) be reduced to a price  determined by dividing
(i) an amount equal to the sum of (a) the total number of shares of Common Stock
outstanding  immediately  prior  to  such  issuance  or sale  multiplied  by the
Conversion Price then in effect, plus (b) the consideration, if any, received by
the Company  upon such  issuance or sale,  by (ii) the total number of shares of
Common Stock  outstanding  immediately  after such  issuance or sale;  provided,
however,  that in no event shall the  Conversion  Price be adjusted  pursuant to
this  computation  to an  amount in  excess  of the  Conversion  Price in effect
immediately  prior to such  computation,  except as provided  in 4.6(d)  hereof.
"Additional Stock" shall mean Common Stock or options,  warrants or other rights
to acquire or securities  convertible  into or exchangeable for shares of Common
Stock,  including  shares held in the Company's  treasury,  and shares of Common
Stock issued upon the  exercise of any options,  rights or warrants to subscribe
for shares of Common  Stock and shares of Common Stock issued upon the direct or
indirect  conversion or exchange of securities for shares of Common Stock, other
than:

          (A) This Note.

          (B) Common Stock issued or issuable upon conversion of this Note.

          (C) Common Stock issued or issuable upon the conversion or exercise of
     options,  warrants, rights and other securities or debt convertible into or
     exercisable or exchangeable for Common Stock outstanding on the date hereof
     or issued on date hereof;


                                      -7-
<PAGE>

          (D) Common Stock or options,  warrants,  stock appreciation  rights or
     other rights  available for future grant under the  Company's  stock option
     plan or any future stock option or incentive plan approved by the Company's
     shareholders;

          (E) Common Stock  issuable upon exercise of options,  warrants,  stock
     appreciation  rights or other rights  outstanding  or available  for future
     grant under the Company's stock option plans or stock incentive plan or any
     future  stock  option  or  incentive   plan   approved  by  the   Company's
     shareholders;

          (F) Common Stock or options,  warrants,  rights or other securities or
     debt convertible into, or exercisable or exchangeable for, Common Stock (or
     shares of Common Stock issuable upon the conversion or exercise thereof) in
     connection with future acquisitions.

          (G) Common Stock, or options,  warrants, rights or other securities or
     debt  convertible into or exercisable for shares of Common Stock (or shares
     of Common Stock issuable upon  conversion or exercise  thereof) issued as a
     result of anti-dilution adjustments to any options, warrants, debt or other
     securities issued or outstanding on the date hereof; and

          (H) Common Stock or options,  warrants,  rights or other securities or
     debt  convertible  into, or exercisable (or shares of Common Stock issuable
     upon  conversion  or  exercise  thereof)  which are  issued  pursuant  to a
     Financing  Transaction.  The term  "Financing  Transaction"  shall mean any
     transaction  consummated by the Company the primary  purpose of which is to
     raise capital for the Company.

     (b) For the  purpose  of any  computation  to be  made in  accordance  with
Section 4.6(a), the following provisions shall apply:

          (i) In case of the  issuance  or sale of shares of Common  Stock for a
     consideration  part or all of which  shall be cash,  the amount of the cash
     consideration therefor shall be deemed to be the amount of cash received by
     the Company  for such shares (or, if shares of Common  Stock are offered by
     the  Company  for  subscription,   the  subscription  price,  or,  if  such
     securities  shall be sold to  underwriters  or dealers for public  offering
     without a subscription  offering, the initial public offering price) before
     deducting  therefrom any compensation paid or discount allowed in the sale,
     underwriting  or  purchase  thereof  by  underwriters  or dealers or others
     performing  similar  services,  or  any  expenses  incurred  in  connection
     therewith.

          (ii) In the case of the issuance or sale (otherwise than as a dividend
     or other  distribution  on any  stock of the  Company)  of shares of Common
     Stock for a  consideration  part or all of which  shall be other than cash,
     the amount of the consideration therefor other than cash shall be deemed to
     be the fair market value of such  consideration as determined in good faith
     by the Board of Directors.

          (iii) The  reclassification  of  securities  of the Company other than
     shares of Common  Stock into  securities  including  shares of Common Stock
     shall be deemed to involve the  issuance of such shares of Common Stock for
     a consideration  other than cash immediately prior to the close of business
     on the date fixed for the  determination  of security  holders  entitled to
     receive such shares,  and the value of the consideration  allocable to such
     shares  of  Common


                                      -8-
<PAGE>

     Stock shall be determined as provided in Section 4.6(b)(ii).

          (iv) In the case of the  issuance of options,  rights,  or warrants to
     purchase or subscribe  for shares of Common Stock,  securities  convertible
     into or  exchangeable  for shares of Common  Stock,  or options,  rights or
     warrants to purchase or subscribe for any such  convertible or exchangeable
     securities, the following provisions shall apply:

               (A) The  aggregate  maximum  number of  shares  of  Common  Stock
          issuable under such options,  rights or warrants shall be deemed to be
          issued and  outstanding  at the time such options,  rights or warrants
          were  issued,  and shall be deemed  to be issued  for a  consideration
          equal to the minimum  purchase  price per share  provided  for in such
          options,  rights  or  warrants  at  the  time  of  issuance  plus  the
          consideration, if any, received by the Company in connection with sale
          or issuance of such options,  rights or warrants;  provided,  however,
          that upon the expiration or other termination of such options,  rights
          or warrants, if any thereof shall not have been exercised,  the number
          of shares of Common Stock deemed to be issued and outstanding pursuant
          to this subsection (A) shall be reduced by such number of shares as to
          which options, warrants and/or rights shall have expired or terminated
          unexercised, and such number of shares of Common Stock shall no longer
          be deemed to be issued and outstanding,  and the Conversion Price then
          in effect shall  forthwith be readjusted  and  thereafter be the price
          which it would have been had such adjustment been made on the basis of
          the  issuance  only of  shares  of  Common  Stock  actually  issued or
          issuable upon the exercise of those options,  rights or warrants as to
          which the  exercise  of rights  shall not have  expired or  terminated
          unexercised.

               (B) The  aggregate  maximum  number of  shares  of  Common  Stock
          issuable   upon   conversion  or  exchange  of  any   convertible   or
          exchangeable  securities  shall be deemed to be issued and outstanding
          at the time of issuance of such securities,  and shall be deemed to be
          issued for a consideration equal to the consideration  received by the
          Company  in  connection  with  the  sale of such  securities  plus the
          consideration,  if any,  receivable by the Company upon the conversion
          or exchange thereof;  provided,  however, that upon the termination of
          the right to convert or  exchange  such  convertible  or  exchangeable
          securities (whether by reason of redemption or otherwise),  the number
          of  shares  deemed  to be  issued  and  outstanding


                                      -9-
<PAGE>

          pursuant  to this  subsection  (B) shall be reduced by such  number of
          shares  as to which the  conversion  or  exchange  rights  shall  have
          expired or terminated unexercised,  and such number of shares shall no
          longer be deemed to be issued and outstanding and the Conversion Price
          then in effect shall  forthwith be  readjusted  and  thereafter be the
          price  which it would have been had such  adjustment  been made on the
          basis of the issuance only of shares  actually issued or issuable upon
          the  conversion  or  exchange  of those  convertible  or  exchangeable
          securities  as to which the  conversion  or exchange  rights shall not
          have expired or terminated unexercised.

               (C) If any change shall occur in the price per share provided for
          in any of the  options,  rights or  warrants  referred  to in  Section
          4.6(b)(iv)(A),  or in the  price  per  share at which  the  securities
          referred to in Section  4.6(b)(iv)(B) are convertible or exchangeable,
          such options,  rights or warrants or conversion or exchange rights, as
          the case may be, shall be deemed to have expired or  terminated on the
          date when such price change became  effective in respect of shares not
          theretofore  issued pursuant to the exercise or conversion or exchange
          thereof, and the Company shall be deemed to have issued upon such date
          new  options,  rights  or  warrants  or  convertible  or  exchangeable
          securities  at the new  price  in  respect  of the  number  of  shares
          issuable upon the exercise of such options,  rights or warrants or the
          conversion or exchange of such convertible or exchangeable securities.

               (D) Except as  otherwise  provided  in this  Section  4.6(b),  no
          adjustment  of the  Conversion  Price  shall be made  upon the  actual
          issuance of such  Common  Stock upon  exercise  of options,  rights or
          warrants  or upon  the  actual  issuance  of such  Common  Stock  upon
          conversion or exchange of any convertible or exchangeable securities.

     (c) In case the Company shall pay or make a dividend or other  distribution
to all holders of its Common  Stock in shares of Common  Stock,  the  Conversion
Price in effect at the opening of business  on the day next  following  the date
fixed for the determination of shareholders entitled to receive such dividend or
other  distribution  shall be reduced by multiplying  such Conversion Price by a
fraction,  of which the numerator  shall be the number of shares of Common Stock
outstanding  at the close of business on the date fixed for such  determination,
and the  denominator  shall be the sum of the  numerator and the total number of
shares  constituting  such  dividend or other  distribution,  such  reduction to
become  effective  immediately  after the  opening of  business  on the day next
following the date fixed for such


                                      -10-
<PAGE>

determination.  For the purposes of this Section 4.6(c), the number of shares of
Common Stock at any time  outstanding  shall not include  shares of Common Stock
held in the  treasury of the  Company.  The Company will not pay any dividend or
make any  distribution  on shares of Common  Stock held in the  treasury  of the
Company.

     (d) In the event that the Company shall at any time prior to the conversion
in full of the Note declare a dividend (other than a dividend  consisting solely
of shares of Common  Stock or a cash  dividend  or  distribution  payable out of
current or retained  earnings) or otherwise  distribute to its holders of Common
Stock  any  monies,  assets,   property,   rights,  evidences  of  indebtedness,
securities (other than shares of Common Stock), whether issued by the Company or
by another person or entity,  or any other thing of value, the Holder or Holders
of the Note to the extent of the unconverted portion thereof shall thereafter be
entitled,  in  addition  to the  shares  of  Common  Stock or  other  securities
receivable  upon the conversion  thereof,  to receive,  upon  conversion of such
unconverted  portion of the Note,  the same monies,  property,  assets,  rights,
evidences  of  indebtedness,  securities  or any other  thing of value that they
would  have  been   entitled  to  receive  at  the  time  of  such  dividend  or
distribution.  At the time of any such  dividend  or  distribution,  the Company
shall  make  appropriate  reserves  to  ensure  the  timely  performance  of the
provisions of this Subsection.

     (e) In case the outstanding shares of Common Stock shall be subdivided into
a greater number of shares of Common Stock,  the  Conversion  Price in effect at
the opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately reduced, and, conversely, in case the
outstanding  shares of Common Stock shall each be combined into a smaller number
of shares of Common  Stock,  the  Conversion  Price in effect at the  opening of
business  on the day  following  the day upon  which  such  combination  becomes
effective shall be proportionately increased, such reduction or increase, as the
case may be, to become  effective  immediately  after the opening of business on
the day following the day upon which such  subdivision  or  combination  becomes
effective.

     (f) In case the  Company  shall fail to take a record of the holders of its
shares of Common Stock for the purpose of  entitling  them to receive a dividend
or other  distribution  payable in shares of Common Stock, then such record date
shall be deemed to be the date of the issue of the shares of Common Stock deemed
to have been  issued as a result of the  declaration  of such  dividend or other
distribution  or the  date of the  granting  of such  right of  subscription  or
purchase, as the case may be.

     4.7 No adjustment  in the  Conversion  Price shall be required  unless such
adjustment  would require an increase or decrease of at least one cent ($.01) in
the Conversion Price; provided, however, that any adjustments which by reason of
this Section 4.7 are not required to be made shall be carried  forward and taken
into account in any subsequent adjustment.

     4.8 Notice of Certain Events.

     (a) In the event that: (i) the Company takes any action which would require
an  adjustment  in the  Conversion  Price;  (ii) the  Company  takes any  action
described  in Section  4.9(a),  (b) or (c); or (iii) there is a  dissolution  or
liquidation of the Company; the Holder may


                                      -11-
<PAGE>

wish to convert this Note into shares of  Conversion  Shares prior to the record
date for or the  effective  date of the  transaction  so that  such  Holder  may
receive the  securities  or assets  which a holder of shares of Common  Stock on
that date may receive. Therefore, the Company shall give notice to the Holder in
accordance  with the provisions of this Section 4.8 stating the proposed  record
or effective  date, as the case may be, which notice shall be given prior to the
proposed record or effective date and, in any case, no later than notice of such
transaction is given to holders of Common Stock.  Failure to give such notice or
any defect therein shall not affect the validity of any transaction  referred to
in clause (i), (ii) or (iii) of this Section.

     (b)  Upon  the  occurrence  of  each  adjustment  or  readjustment  of  the
Conversion Price pursuant to this Section 4, the Company, at its expense,  shall
promptly  compute such  adjustment or  readjustment in accordance with the terms
hereof and prepare and furnish to each Holder a  statement,  signed by its chief
financial officer,  setting forth such adjustment or readjustment and showing in
reasonable detail the facts upon which such adjustment or readjustment is based.
The Company shall,  upon the written request at any time of any Holder,  furnish
or cause to be furnished  to such Holder a like  certificate  setting  forth (i)
such  adjustment  and  readjustment,  (ii) the  Conversion  Price at the time in
effect,  and (iii) the number of shares of Common Stock and the amount,  if any,
of other property which at the time would be received upon the Conversion of the
portion of this Note specified in such request.

     4.9 If any of the following shall occur, namely:

          (a) any  reclassification  or change of  outstanding  shares of Common
     Stock  issuable  upon  conversion  of this Note (other than a change in par
     value,  or from par  value  to no par  value,  or from no par  value to par
     value, or as a result of a subdivision or combination);

          (b) any consolidation or merger to which the Company is a party, other
     than a merger in which the Company is the continuing  corporation and which
     does not result in any  reclassification of, or change (other than a change
     in name,  or par value,  or from par value to no par value,  or from no par
     value to par  value or as a result of a  subdivision  or  combination)  in,
     outstanding shares of Common Stock; or

          (c) any sale or conveyance of all or substantially all of the property
     or business of the Company and its subsidiaries as an entirety;

then the Company, or such successor or purchasing  corporation,  as the case may
be,  shall,  as  a  condition  precedent  to  such   reclassification,   change,
consolidation, merger, sale or conveyance, execute and deliver to the Holder, an
agreement in form  satisfactory  to the Holder  providing  that the Holder shall
have the right to convert  this Note into the kind and amount of shares of stock
and  other  securities  and  property  (including  cash)  receivable  upon  such
reclassification,  change, consolidation, merger, sale or conveyance by a holder
of the number of shares of Common Stock deliverable upon conversion of this Note
immediately prior to such reclassification,  change, consolidation, merger, sale
or conveyance.  Such agreement  shall provide for  adjustments of the Conversion
Price  which  shall  be as  nearly  equivalent  as  may  be  practicable  to the
adjustments of the  Conversion  Price provided for in this Section 4. If, in the
case of any such consolidation,  merger, sale or conveyance,  the stock or other
securities and property  (including  cash)  receivable


                                      -12-
<PAGE>

thereupon  by a  holder  of  Common  Stock  includes  shares  of  stock or other
securities and property of a corporation  other than the successor or purchasing
corporation,  as the  case  may  be,  in  such  consolidation,  merger,  sale or
conveyance, then such agreement shall also be executed by such other corporation
and shall  contain such  additional  provisions  to protect the interests of the
Holder as the Board of Directors shall reasonably  consider  necessary by reason
of the foregoing.  The provisions of this Section 4.9 shall  similarly  apply to
successive  reclassifications,   changes,  consolidations,   mergers,  sales  or
conveyances.

          4.10 The Company shall at all times reserve and keep  available,  free
     from  preemptive  rights,  out of its authorized and unissued Common Stock,
     solely for the purpose of effecting the  conversion of this Note,  the full
     number of Conversion  Shares then  issuable upon the  conversion in full of
     this Note.

          4.11 If the Company or an affiliate  of the Company  shall at any time
     after the date hereof and prior to the conversion of the Note in full issue
     any rights to subscribe for shares of Common Stock or any other  securities
     of the Company or of such affiliate to all the shareholders of the Company,
     the Holder of the  unconverted  portion of the Note shall be  entitled,  in
     addition to the shares of Common Stock or other securities  receivable upon
     the Conversion  thereof, to receive such rights at the time such rights are
     distributed to the other shareholders of the Company.

5. Affirmative Covenants

     The Company  covenants  that on and after the Issue Date and so long as any
portion of the Note shall be outstanding:

     5.1 The  Company  will,  and will  cause each of its  Subsidiaries  to, pay
before they  become  delinquent:  (a) all taxes,  assessments  and  governmental
charges or levies imposed upon it or its property; and (b) all claims or demands
of materialmen,  mechanics, carriers, warehousemen, vendors, landlords and other
like  persons  that,  if unpaid,  might by law become a Lien upon its  property;
provided,  that items of the foregoing  description  need not be paid so long as
such items are being contested in good faith and by appropriate  proceedings and
as to which  appropriate  reserves in accordance with GAAP have been established
and  maintained  with  respect  thereto,  unless  and until  any Lien  resulting
therefrom attaches to its property and becomes enforceable,  unless such Lien is
effectively stayed or fully bonded pending the disposition of such proceedings.

     5.2 The Company will, and will cause each of its subsidiaries to:

          (a) maintain its property that is reasonably  necessary in the conduct
     of its business as it is currently  being  conducted in good working  order
     and condition,  ordinary wear and tear,  obsolescence  and insured casualty
     losses excepted;

          (b) maintain,  with  insurers  reasonably  believed to be  financially
     sound and  reputable,  insurance  with respect to its property and business
     against  such  casualties  and  contingencies,  of such  types  and in such
     amounts as is customary in the case of corporations  engaged in the same or
     a similar business and similarly situated;


                                      -13-
<PAGE>

          (c) keep proper books of record and account, in which full and correct
     entries shall be made of all dealings and transactions of or in relation to
     the properties and business thereof;

          (d) do or cause to be done all things reasonably necessary to preserve
     and keep in full force and effect its corporate existence, corporate rights
     (charter and  statutory) and corporate  franchises,  except as permitted by
     Section 6.1;

          (e) comply, in all material respects,  with all applicable laws, rules
     and regulations (including,  without limitation,  ERISA, Environmental Laws
     and Environmental Permits) and obtain all licenses, permits, franchises and
     other  governmental  authorizations  necessary  for  the  ownership  of its
     properties and the conduct of its business,  except where its obligation to
     so comply being contested in good faith and by appropriate  proceedings and
     adequate resources have been established are being maintained in accordance
     with GAAP,  and except  where  failure to comply  could not  reasonably  be
     expected to have a Material Adverse Effect; and

          (f) conduct its business so as not to become  subject to any liability
     under any Environmental Law that,  individually or in the aggregate,  could
     reasonably be expected to have a Material  Adverse  Effect and except where
     any  such  liability  is  being  contested  in good  faith  by  appropriate
     proceedings  and  adequate  reserves  have been  established  and are being
     maintained in accordance with GAAP.

     5.3 The Company will make all payments and otherwise perform,  or cause the
relevant subsidiary of the Company to pay or otherwise perform,  all obligations
in  respect of all leases of real  property  to which the  Company or any of its
subsidiaries is a party, keep such leases in full force and effect and not allow
such leases to lapse or be  terminated  or any rights to renew such leases to be
forfeited  or  canceled,  notify  the  Holder of any  default  by any party with
respect  to such  leases  (except  during  any period in which the Holder or any
Affiliate  thereof is serving as a director or executive officer of the Company)
and  cooperate  with the Holder in all  respects to cure any such  default,  and
cause each of its  subsidiaries to do so except,  in any case, where the failure
to do so,  either  individually  or in the  aggregate,  could not  reasonably be
expected to have a Material Adverse Effect and except where its failure to do so
is being contested in good faith and by proper proceedings.

     5.4  The  Company  will  perform  and  observe,   and  cause  each  of  its
subsidiaries to perform and observe, all of the material terms and provisions of
the Senior  Credit  Agreement  and of each  Material  Contract  (as that term is
defined in the Senior  Credit  Agreement) to which it is a party to be performed
or observed by it,  maintain,  and cause each of its  subsidiaries  to maintain,
each such Material Contract to which it is a party in full force and effect, and
enforce,  and cause each of its  subsidiaries  to  enforce,  each such  Material
Contract to which it is a party in accordance  with its terms,  except where the
failure  to do so would  not be  reasonably  likely to have a  Material  Adverse
Effect and except  where its failure to do so is being  contested  in good faith
and by proper proceedings.


                                      -14-
<PAGE>

6. Negative Covenants

     6.1 The Company  will not, and will not permit any  subsidiary  thereof to,
(a) merge with or into or  consolidate  with any other person,  permit any other
person to merge or consolidate with or into it, or (b) sell all or substantially
all of its property to any other person;  provided,  however, that the foregoing
restriction  does not apply to the merger or  consolidation  of the Company with
another  corporation or transfer of all or substantially  all of the property of
the Company to any other person if: (i) the  corporation  that results from such
merger or consolidation or to which all or substantially  all of the property of
the Company is transferred (the "Surviving  Corporation") (x) is organized under
the  laws  of,  and  conducts   substantially   all  of  its  business  and  has
substantially all of its properties  within, the United States of America or any
jurisdiction  or  jurisdictions   thereof  and  (y)  has  shareholders'   equity
immediately  after  such  transaction  that is  equal  to or  greater  than  the
shareholders' equity of the Company immediately prior to such transaction;  (ii)
the due and  punctual  payment of the  principal  of, and interest on this Note,
according to their tenor, and the due and punctual performance and observance of
all the covenants in this Note, to be performed or observed by the Company,  are
expressly assumed pursuant to such assumption agreements and instruments in such
forms as shall be approved  reasonably by the Holder, or assumed by operation of
law,  by  the  Surviving  Corporation;  and  (iii)  immediately  prior  to,  and
immediately  after the consummation of the transaction,  and after giving effect
thereto,  no Default or Event of Default exists or would exist.  Notwithstanding
the foregoing, a subsidiary of the Company may merge into the Company so long as
the Company is the Surviving  Corporation,  and a subsidiary of the Company, may
merge with or into a  wholly-owned  subsidiary  of the Company,  so long as such
wholly-owned subsidiary is the Surviving Corporation.  Notwithstanding  anything
contained herein to the contrary,  the Company may (i) sell all or substantially
all of its  property  to, or enter  into a merger  transaction  with,  any other
person if such sale or merger  follows and is the result of an  acceleration  of
the Company's Debt pursuant to the Senior Credit  Agreement or this Note and the
transaction  has been  approved  by the  Senior  Agent and the  banks  which are
parties to the Senior Credit Agreement and the Holder.

     6.2 The Company will not, and will not permit any subsidiary of the Company
to,  sell,  lease as lessor,  transfer  or  otherwise  dispose  of its  property
(collectively, "Transfers"), except:

          (A)  Transfers of inventory and of  unnecessary,  obsolete or worn-out
     assets,  in each case in the ordinary  course of business of the Company or
     such  subsidiary,  including but not limited to any remainder  sales of the
     Company;

          (B)  Transfers  from a  subsidiary  of the Company to the Company or a
     wholly-owned   subsidiary  of  the  Company,  or  from  the  Company  to  a
     wholly-owned  subsidiary of the Company  provided such subsidiary  issues a
     guaranty of the Company's  obligations  under this Note consistent with the
     provisions of Section 5.11;

          (C) any other  Transfer  at any time of any  property  to a person for
     such  consideration as determined,  in each case by the Board of Directors,
     in its good faith opinion, to be in the best interest of the Company and to
     reflect the fair market value of such property if the


                                      -15-
<PAGE>

     conditions  specified in each of the following clauses (A) and (B) would be
     satisfied with respect to such Transfer: (A) the sum of: (1) the book value
     of such property at the time of Transfer; plus (2) the aggregate book value
     of all other property Transferred (other than in transactions  described in
     clauses (A) and (B) above),  after the Issue Date,  would not exceed 25% of
     consolidated  total assets of the Company and its subsidiaries  (determined
     in  accordance  with GAAP)  measured as of the last day of the  immediately
     preceding  fiscal quarter of the Company;  and (B)  immediately  before and
     after the consummation of the Transfer, and after giving effect thereto, no
     Default or Event of Default would exist;

          (D) any other  Transfer of property to the extent that the proceeds of
     such Transfer,  net of transaction costs and expenses incurred and actually
     paid in connection with such Transfer  (including sales,  transfer or gains
     taxes),  within 365 days after such  Transfer are applied by the Company or
     such subsidiary (A) to fund its working capital and capital  expenditure or
     acquisitions  requirements,  and/or (B) to pay or prepay a principal amount
     of Debt  of the  Company  or any  subsidiary  thereof  (other  than  Junior
     Subordinated  Debt)  equal to the  amount  of such net  proceeds;  and,  in
     connection  with  any such  payment,  the  Company  shall  pay all  accrued
     interest  thereon and any premium or make-whole  amount required to be paid
     in  connection   therewith;   then  the  Company  shall,   subject  to  the
     Intercreditor  Agreement,  prepay,  together  with such  prepayment of such
     other  Debt,  a  proportional  and  ratable  principal  amount of this Note
     pursuant to Section 1.6.; and

          (E) any other  Transfer  permitted to be made by the Company or any of
     its  subsidiaries  consistent with the terms of the Senior Credit Agreement
     as in effect on the Issue  Date.  6.3 The  Company  will not,  and will not
     permit any subsidiary to, directly or indirectly,  create,  incur,  assume,
     guarantee,  or otherwise become directly or indirectly  liable with respect
     to, any Debt, other than:

               (A) this Note and any guaranties thereof;

               (B) Debt owing by the Company to any  wholly-owned  subsidiary of
          the  Company  and Debt of a  subsidiary  of the  Company  owing to the
          Company or a wholly-owned subsidiary of the Company;

               (C) Debt  existing  or  issued on the  Issue  Date and  listed on
          Schedule 6.3 (including Debt under the Senior Credit Agreement;

               (D) Debt incurred  under the Senior Credit  Facility from time to
          time following the Issue Date;

               (E)  Debt  incurred  or  created  to  refinance  any of the  Debt
          permitted by clauses (C) and (D) of this Section 6.3, provided that in
          the case of Debt  listed on  Schedule  6.3 (other  than Debt under the
          Senior Credit Facility and refinancing thereof),  the principal amount
          does not exceed the principal amount of Debt being refinanced;

               (F)  Debt  (other  than  this  Note)  owing by the  Company  or a
          subsidiary


                                      -16-
<PAGE>

          thereof to Norton Herrick, Evan Herrick, Michael Herrick and/or Howard
          Herrick  (together,  the  "Herricks")  and/or any of their  respective
          Affiliates;

               (G) Debt  incurred  by the  Company  or a  subsidiary  thereof to
          finance  the payment of the Change in Control  Purchase  Price of this
          Note;

               (H) Up to $500,000 of  additional  Debt on the same terms as this
          Note; and

               (I) Debt, in addition to the Debt permitted to be incurred by the
          clauses (A) through (H) of this Section 6.3, in the  principal  amount
          at any time outstanding not to exceed $1,000,000;

               (J)  Any  Guaranties  made  or  issued  by the  Company  of  Debt
          permitted  to be  incurred  by  any of its  subsidiaries  pursuant  to
          clauses  (E),  (F),  (G),  (H) and (I) above and  clause (k) below and
          Guaranties  made or  issued by  subsidiaries  of the  Company  of Debt
          permitted to be incurred by the Company  pursuant to clauses (C), (D),
          (E), (F), (G), (H) and (I) above and clause (K) below;

               (K) Any other Debt permitted to be incurred by the Company or any
          of its  subsidiaries  consistent  with the terms of the Senior  Credit
          Agreement as in effect on the Issue Date.

     6.4 The Company  will not, and will not permit any  subsidiary  thereof to,
incur,  assume or Guaranty any Debt which is subordinated in right of payment to
any other Debt of the  Company or any  subsidiary  thereof,  unless such Debt is
also  subordinated  in right of payment  to the  obligations  of the  Company in
respect of this Note on terms reasonably acceptable to the Holder.

     6.5 The Company  will not, and will not permit any  subsidiary  thereof to,
engage in any  business if, as a result,  the general  nature of the business in
which the Company and its subsidiaries,  taken as a whole, would then be engaged
would be substantially  changed from the general nature of the business in which
the Company  and the  Subsidiaries,  taken as a whole,  are engaged on the Issue
Date.

7. Events of Default

     7.1 An "Event of Default" exists at any time if any of the following occurs
(whether  such  occurrence  shall be  voluntary  or come about or be effected by
operation of law or otherwise):

          (a) The Company  defaults in the payment of the principal of this Note
     when due (whether at the Maturity  Date or any  Prepayment  Date) or in the
     payment of the Change in Control Purchase Price when due or defaults in the
     payment  of any  accrued  interest  on this Note when due and such  default
     continues  for a period of 30  business  days after the date such  interest
     became due;


                                      -17-
<PAGE>

          (b) The Company or any subsidiary  thereof defaults in the performance
     or  observance  of any of the  covenants  contained  in  Section  5.2(d) or
     Section 6 hereof or defaults in the performance or observance of any of the
     covenants  contained  in Section  5.2(e)  hereof and such  default  remains
     uncured for more than 30 days;

          (c) The Company or any subsidiary  thereof defaults in the performance
     of any covenants  contained in this Note, and such default remains uncured,
     after notice and an opportunity to cure, for more than 60 days;

          (d) Any warranty, representation or other statement by or on behalf of
     the  Company  contained  in  this  Note  or in any  certificate,  financial
     statement,  report or  notice  furnished  after  the date  hereof to Holder
     pursuant  to  the  terms  of  this  Note,  or  in  any  written  amendment,
     supplement,  modification or waiver with respect to any such document shall
     be false or misleading in any material respect when made;

          (e) Either (i) the Company or any subsidiary thereof fails to pay when
     due and within any applicable  period of grace,  any principal of, premium,
     if any,  or  interest  in  respect  of any Debt for  borrowed  money of the
     Company  or such  subsidiary  in the  aggregate  principal  amount  of $[2]
     million;  or (ii) any event  shall  occur or any  condition  shall exist in
     respect of such Debt, or under any  agreement  securing or relating to such
     Debt,  and in either case,  as a result  thereof:  (A) the maturity of such
     Debt, or a material portion thereof, is accelerated, or (B) any one or more
     of the holders  thereof or a trustee  therefor is  permitted to require the
     Company  or such  subsidiary  to  repurchase  such  Debt  from the  holders
     thereof,  and any such trustee or holder exercises such option;  or (C) any
     such one or more of such holders or such trustee  declares an  acceleration
     of the maturity of such Debt;

          (f) a receiver, liquidator, custodian or trustee of the Company or any
     subsidiary  thereof or of all or any  substantial  part of the  property of
     either is  appointed  by court  order and such order  remains in effect for
     more than 60 days;  or an order for relief is entered  with  respect to the
     Company or any such subsidiary, or the Company or any subsidiary thereof is
     adjudicated a bankrupt or insolvent;  or all or any substantial part of the
     property of the Company or any  subsidiary  thereof is sequestered by court
     order  and such  order  remains  in  effect  for more  than 60 days;  or an
     involuntary  case or  proceeding  is  commenced  against the Company or any
     subsidiary   thereof  under  the  Federal  Bankruptcy  Code  or  any  other
     bankruptcy reorganization,  arrangement,  insolvency, readjustment of debt,
     dissolution  or  liquidation  law  of  any  jurisdiction,  whether  now  or
     hereafter in effect, and is not dismissed within 60 days after such filing;

          (g) The Company or any subsidiary  thereof:  (i) commences a voluntary
     case or  proceeding  or seeks  relief  under any  provision  of the Federal
     Bankruptcy  Code  or any  other  bankruptcy,  reorganization,  arrangement,
     insolvency,  readjustment  of debt,  dissolution or liquidation  law of any
     jurisdiction, whether now or hereafter in effect, or consents to the filing
     of any petition  against it under any such law; or (ii) makes an assignment
     for the benefit of creditors,  or admits in writing its inability or fails,
     to pay  its  debts  generally  as  they  become  due,  or  consents  to the
     appointment  of a  receiver,  liquidator  or  trustee  of the  Company or a
     subsidiary thereof or of all or a substantial part of its property; or


                                      -18-
<PAGE>

          (h)  A  final,   non-appealable  judgment  or  final,   non-appealable
     judgments  for the payment of money  aggregating  in excess of $2.0 million
     (in excess of any insurance  relating to such judgments or judgments or any
     claim or claims  underlying  such  judgment or  judgments  and the relevant
     insurer or insurers shall not have denied liability under such insurance or
     rejected  any  claims  made with  respect  thereto)  is or are  outstanding
     against one or more of the Company and its subsidiaries and any one of such
     judgments  shall have been  outstanding for more than 60 days from the date
     of its entry and shall not have been discharged in full or stayed; or

          (i) The Note  shall  cease to be in full  force and effect or shall be
     declared  by a court of  competent  jurisdiction  to be void,  voidable  or
     unenforceable,  or the  validity  or  enforceability  of the Note  shall be
     contested by the Company or any Affiliate,  or the Company or any Affiliate
     shall deny that the Company has any further  liability or obligation  under
     the Note.

7.2 Default Remedies

     (a)  Subject  to the  Intercreditor  Agreement,  if any  Event  of  Default
specified in Section  7.1(f) or (g) shall exist,  the  principal  amount of this
Note at the time outstanding, together with interest accrued and unpaid thereon,
shall  automatically  immediately become due and payable,  without  presentment,
demand, protest or notice of any kind, all of which are hereby expressly waived.

     (b) Subject to the Intercreditor  Agreement, if any Event of Default, other
than those specified in Section 7.1(a), shall exist, the Holder may exercise any
right,  power or  Remedy  permitted  to such  Holder by law,  and shall  have in
particular,  without  limiting the  generality  of the  foregoing,  the right to
declare the entire  principal  of, and all interest  accrued and unpaid on, this
Note then outstanding to be, and this Note shall thereupon become, forthwith due
and payable,  without any  presentment,  demand,  protest or other notice of any
kind, all of which are hereby expressly waived,  and the Company shall forthwith
pay to the Holder such principal and interest.

     (c) Subject to the  Intercreditor  Agreement,  during the continuance of an
Event of Default  described in Section  7.1(a) and  irrespective  of whether the
Note shall have become due and payable  pursuant to Section  7.2(b),  the Holder
may, at the Holder's  option,  by notice in writing to the Company,  declare the
principal  amount of this Note at the time  outstanding,  and accrued and unpaid
interest thereon, to be, and the same shall thereupon become,  forthwith due and
payable,  without any presentment,  demand, protest or other notice of any kind,
all of which are hereby expressly waived, and the Company shall forthwith pay to
the Holder such principal and interest.

     (d)  During the  continuance  of an Event or Default  and  irrespective  of
whether this Note shall become due and payable  pursuant to Section 7.2(a),  (b)
or (c) and irrespective of whether the Holder shall otherwise have pursued or be
pursuing any other rights or Remedies,  subject to Subject to the  Intercreditor
Agreement,  the Holder may proceed to protect and enforce its rights  under this
Note by  exercising  such  Remedies as are  available  to such holder in respect
thereof under  applicable  law, either by suit in equity or by action at law, or
both, whether for


                                      -19-
<PAGE>

specific performance of any agreement contained herein or in aid of the exercise
of any power granted herein.

     (e) No course of dealing on the part of the Holder nor any delay or failure
on the part of the Holder to  exercise  any right  shall  operate as a waiver of
such right or otherwise prejudice the Holder's rights, powers and Remedies.  All
rights  and  Remedies  of the  Holder  hereunder  and under  applicable  law are
cumulative  to, and not  exclusive  of, any other  rights or Remedies the Holder
would otherwise have.

     (f) The rights of the Holder to receive  payments  in respect of this Note,
and to exercise  any  Remedies,  solely as between the Holder and the holders of
the Debt under the Senior Credit Agreement,  shall be subject in all respects to
the provisions of the Senior Credit Agreement and the  Intercreditor  Agreement;
provided,  however, that all such rights shall remain unconditional and absolute
as between the Holder and the Company.

     7.3 If a declaration  is made pursuant to Section 7.2(b) arising solely out
of an Event of Default  described in Section 7.1(e) regarding the Debt under the
Senior Credit Facility,  then and in every such case, if the holders of the such
Debt waive such  default in respect of such Debt or such  default is cured,  and
the  holders  of such Debt  rescind  or annul any and all  accelerations  of the
maturity  of all or any  portion  of such  Debt  and any  required  or  demanded
repurchase  of all or any portion  thereof,  then,  upon  written  notice to the
Holder of such events with respect to such Debt, any  declaration  made pursuant
to Section 7.2(b) and the consequences thereof,  shall automatically and without
any  further  action  on the part of the  Holder,  be  annulled  and  rescinded;
provided,  however,  that at the time such  declaration  is deemed  annulled and
rescinded:  (i) no judgment or decree shall have been entered for the payment of
any moneys due on or pursuant to this Note;  and (ii) no other  Default or Event
of Default shall be  continuing;  provided  further that no such  rescission and
annulment  shall extend to or affect any subsequent  Default or Event of Default
or impair any right consequent thereon.

8. Interpretation of this Note

     8.1 As used herein,  the following  terms have the respective  meanings set
forth below or set forth in the Section hereof following such term:

     "Affiliate"  means and includes  with  respect to any person,  at any time,
each other person (other than, with respect to the Company,  a subsidiary of the
Company):  (a) that  directly or indirectly  through one or more  intermediaries
controls, or is controlled by, or is under common control with, such person; (b)
that  beneficially owns or holds five percent or more of any class of the Voting
Stock of such  person;  (c) five percent or more of the Voting Stock (or if such
other person is not a corporation,  five percent or more of the equity interest)
of which is beneficially owned or held by such person; or (d) that is an officer
or director of or holds a position of comparable  authority with such person; at
such time; provided,  however,  that no person holding this Note shall be deemed
to be an  "Affiliate"  of the Company  solely by virtue of the ownership of such
securities. As used in this definition: "control" means the possession, directly
or  indirectly,  of the power to direct or cause the direction of the management
and policies of a person, whether through the ownership of voting securities, by
contract or otherwise.


                                      -20-
<PAGE>

     "Applicable  Interest  Law" means any  present  or future  law  (including,
without  limitation,  the laws of the State of New York and the United States of
America)  which has  application  to the interest and other charges  pursuant to
this Note.

     "Board of  Directors"  means,  at any time,  the board of  directors of the
Company or any committee  thereof  that, in the instance,  shall have the lawful
power to exercise the power and authority of such board of directors.

     "Capital Lease" means, at any time, a lease of any property with respect to
which the lessee is required to recognize  the  acquisition  of an asset and the
incurrence of a liability in accordance with GAAP.

     "Change in Control"  means,  at any time, an occurrence or event or failure
of an event to occur,  as a result of which a person or group of related persons
(other than the Herricks,  an Affiliate of any of the Herricks, or any trust for
the benefit of any of the  Herricks)  acquires more than 50% of the Voting Stock
of the Company.

     "Credit  Facility"  means  and  includes  a  credit  agreement  or  similar
agreement  pursuant  to which the  lender or  lenders  commit(s)  to permit  the
Company,  subject  to the  conditions  therein,  to  obtain  from  time  to time
thereunder  term or revolving  loans and/or  letters of credit and  periodically
repay the same.

     "Debt"  with  respect  to  any  person,  means,  without  duplication,  the
liabilities of such person with respect to: (a) borrowed money; (b) the deferred
purchase price of property acquired by such person  (excluding  accounts payable
and accrued expenses  arising in the ordinary course of business,  but including
all  liabilities  created or arising under any  conditional  sale or other title
retention  agreement  with respect to any such  property);  (c)  borrowed  money
secured by any Lien  existing on property  owned by such person  (whether or not
such  liabilities  have been assumed);  (d) Capital  Leases of such person;  (e)
letters of credit,  bankers acceptances or similar instruments serving a similar
function  issued or accepted by banks and other financial  institutions  for the
account of such person  (whether or not  representing  obligations  for borrowed
money),  other than undrawn  trade  letters of credit in the ordinary  course of
business;  (f) Swaps of such person;  and (g) any Guaranty of such person of any
obligation or liability of another  person of  obligations of the type listed in
clause (a) through clause (f) of this  definition of Debt;  provided that,  with
respect to the Company,  Debt shall not include any unfunded  obligations  which
may now or  hereafter  exist with respect to  Company's  Plans.  As used in this
definition,  "Swaps" means, with respect to any person, obligations with respect
to interest  rate swaps and currency  swaps and similar  obligations  obligating
such person to make payments,  whether  periodically  or upon the happening of a
contingency,  except that if any agreement relating to such obligation  provides
for the netting of amounts  payable by and to such person  thereunder  or if any
such agreement  provides for the simultaneous  payment of amounts by and to such
person,  then in each such case, the amount of such obligations shall be the net
amount  thereof.  The aggregate net obligation of Swaps at any time shall be the
aggregate  amount of the obligations of such person under all Swaps assuming all
such  Swaps had been  terminated  by such  person as of the end of the then most
recently ended fiscal quarter of such person.  If such net aggregate  obligation
shall be an


                                      -21-
<PAGE>

amount owing to such person,  then the amount shall be deemed to be zero. Unless
the  context  otherwise  requires,  "Debt"  means  Debt of the  Company  or of a
subsidiary of the Company.

     "Default"  means any event which,  with the giving of notice or the passage
of time, or both, would become an Event of Default.

     "Environmental  Law" means any law,  statute or  regulation  enacted by any
governmental  authority  in  connection  with or relating to the  protection  or
regulation  of the  environment,  including,  without  limitation,  those  laws,
statutes and regulations regulating the disposal, removal, production,  storing,
refining,  handling,  transferring,  processing  or  transporting  of  Hazardous
Materials and any applicable orders, decrees or judgments issued by any court of
competent jurisdiction in connection with any of the foregoing.

     "Environmental Permit" means any permit, approval, identification number or
other authorization required by any Environmental Law.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended from time to time.

     "ERISA Affiliate" means any trade or business (whether or not incorporated)
that is treated as a single employer together with the Company under Section 414
of the IRC.

     "GAAP" means  accounting  principles  as  promulgated  from time to time in
statements,  opinions and  pronouncements by the American Institute of Certified
Public  Accountants  and the Financial  Accounting  Standards  Board and in such
statements,  opinions and  pronouncements of such other entities with respect to
financial   accounting  of  for-profit  entities  as  shall  be  accepted  by  a
substantial segment of the accounting profession in the United States.

     "Guaranty"  means  with  respect to any person  (for the  purposes  of this
definition,  the  "Guarantor")  any  obligation  (except the  endorsement in the
ordinary course of business of negotiable instruments for deposit or collection)
of such person guaranteeing or in effect guaranteeing any indebtedness, dividend
or other  obligation of any other person (the "Primary  Obligor") in any manner,
whether  directly or  indirectly,  including,  without  limitation,  obligations
incurred through an agreement, contingent or otherwise, by the Guarantor: (a) to
purchase such indebtedness or obligation or any property  constituting  security
therefor; (b) to advance or supply funds (i) for the purchase or payment of such
indebtedness,  dividend or obligation;  or (ii) to maintain  working  capital or
other balance sheet condition or any income  statement  condition of the Primary
Obligor or  otherwise  to advance or make  available  funds for the  purchase or
payment of such indebtedness,  dividend or obligation;  (c) to lease property or
to purchase  securities or other property or services  primarily for the purpose
of assuring the owner of such  indebtedness  or obligation of the ability of the
Primary  Obligor  to make  payment of the  indebtedness  or  obligation;  or (d)
otherwise to assure the owner of the  indebtedness  or obligation of the Primary
Obligor against loss in respect thereof.

     "Hazardous Material" means all or any of the following: (a) substances that
are defined or listed in, or otherwise  classified  pursuant to, any  applicable
Environmental Laws as "hazardous substances",  "hazardous materials", "hazardous
wastes", "toxic substances" or any


                                      -22-
<PAGE>

other formulation  intended to define,  list or classify substances by reason of
deleterious   properties   such  as   ignitability,   corrosivity,   reactivity,
carcinogenicity,  reproductive toxicity,  "TLCP toxicity" or "EP toxicity";  (b)
oil, petroleum or petroleum derived substances, natural gas, natural gas liquids
or  synthetic  gas  and  drilling  fluids,  produced  waters  and  other  wastes
associated with the exploration, development or production of crude oil, natural
gas or geothermal  resources;  (c) any flammable substances or explosives or any
radioactive  materials;  (d) asbestos or urea  formaldehyde in any form; and (e)
dielectric fluid  containing  levels of  polychlorinated  biphenyls in excess of
fifty parts per million.

     "Intercreditor Agreement" means the Intercreditor Agreement dated April __,
2001 by and among Holder, Company and Senior Lender Agent (as defined therein).

     "IRC" means the Internal Revenue Code of 1986,  together with all rules and
regulations promulgated pursuant thereto, as amended from time to time.

     "Issue Date" means the tenth (10th) day following the Company's issuance of
a press  release  and written  notice to its  shareholders  of the  transactions
contemplated hereby in accordance with the Rules of the Nasdaq Stock Market.

     "Junior  Subordinated Debt" means any Debt of the Company or any subsidiary
which is (a)  issued  on or  after  the  Issue  Date of this  Note and  which is
expressly  subordinated  in right of payment to any Debt of the Company,  or (b)
owing to any subsidiary or affiliate of the Company.

     "Lien" means any interest in property  securing an obligation owed to, or a
claim by, a person other than the owner of such  property  (for purposes of this
definition,  the  "Owner"),  whether  such  interest is based on the common law,
statute or  contract,  and  includes  but is not  limited  to: (a) the  security
interest lien arising from a mortgage, encumbrance,  pledge, conditional sale or
trust receipt or a lease, consignment or bailment for security purposes, and the
filing of any  financing  statement  under the  Uniform  Commercial  Code of any
jurisdiction,  or an agreement to give any of the foregoing;  (b)  reservations,
exceptions,  encroachments,  easements,  rights-of-way,  covenants,  conditions,
restrictions,  leases and other title exceptions and encumbrances affecting real
property;  and (c) any interest in any property held by the owner evidenced by a
conditional sale agreement, Capital Lease or other arrangement pursuant to which
title to such  property has been  retained by or vested in some other person for
security  purposes.  The term "Lien" does not include negative pledge clauses in
loan agreements and equal and ratable security clauses in loan agreements.

     "Material  Adverse Effect" means, with respect to any event or circumstance
(either   individually   or  in  the   aggregate   with  all  other  events  and
circumstances),  an effect caused  thereby or resulting  therefrom that would be
materially  adverse  as to, or in  respect  of:  (a) the  business,  operations,
profits,  financial condition or properties of the Company and its subsidiaries,
taken as a whole;  (b) the  ability of the  Company to perform  its  obligations
under this Note; or (c) the validity or enforceability of this Note.


                                      -23-
<PAGE>

     "Note" means this  $2,500,000 9% Convertible  Senior Note due September 30,
2002 issued by the Company, as the same may be amended, modified,  supplemented,
refunded, refinanced or extended from time to time.

     "Plan"  means an  "employee  benefit  plan" (as defined in section  3(3) of
ERISA) that is or,  within the preceding  five years,  has been  established  or
maintained,  or to which  contributions are or, within the preceding five years,
have been made or required to be made, by the Company or any ERISA  Affiliate or
with respect to which the Company or any ERISA Affiliate may have any liability.

     "Remedies" means and includes, with respect to any Debt (including, without
limitation, the Senior Debt and the Subordinated Debt):

          (a) the acceleration of the maturity of any of such Debt;

          (b) the  exercise of any put right or other  similar  right to require
     the Company or any  subsidiary to repurchase  any of such Debt prior to the
     stated maturity thereof;

          (c) the collection or commencement of proceedings against the Company,
     any subsidiary thereof or any other person obligated on such Debt or any of
     their respective property, to enforce or collect any of such Debt;

          (d) taking  possession  of or  foreclosing  upon  (whether by judicial
     proceedings or otherwise) any Liens or other  collateral  security for such
     Debt;  or  causing a  marshaling  of any  property  of the  Company  or any
     subsidiary;

          (e) the  making of a demand in respect  of any  Guaranty  given by the
     Company or any subsidiary of the Company of such Debt;

          (f)  commencing  or joining in or causing  the  Company to commence or
     join in or assist the Company in  commencing,  any proceeding of the nature
     referred to in Section 7.1(f) or 7.1(g); or

          (g)  exercising  any other  remedies  with respect to such Debt or any
     claim with respect thereto.

     "Senior Agent" means,  for so long as the Senior Credit  Agreement  remains
outstanding, the administrative agent in respect of the Senior Credit Agreement,
and  thereafter,  any one  agent or  lender  in  respect  of the  Senior  Credit
Facility, or a representative of either,  designated in writing to the Holder by
the Company as being the "Senior Agent".

     "Senior Credit  Agreement"  means the Amended and Restated Credit Agreement
dated as of the date hereof among the Company, as administrative agent (together
with its successors in such capacity) and the banks,  financial institutions and
other  institutional  lenders  from  time to time  named  therein,  as it may be
amended,  supplemented,  extended, renewed, refinanced,  restated or replaced in
whole or in part.


                                      -24-
<PAGE>

     "Senior Credit Facility" means and includes:

          (i) the Senior Credit Agreement; and

          (ii) any  Credit  Facility  (whether  or not  secured),  which  Credit
     Facility has  refinanced in whole or in part the Debt governed by the terms
     of a Senior Credit  Facility which the Company has designated in writing to
     the Holder as being the "Senior Credit Facility;" provided,  however, that,
     by making such  designation,  the predecessor  Senior Credit Facility shall
     cease  to be the  Senior  Credit  Facility  (but any  Debt  outstanding  or
     incurred  thereunder  shall  continue to be Senior Debt for so long as such
     Debt meets the definition thereof).

     "Senior  Debt"  means  and  includes  all   obligations,   liabilities  and
indebtedness  of the  Company  now  or  hereafter  existing,  whether  fixed  or
contingent,  and whether for principal or interest  (including  interest (at the
rate  specified in the  applicable  Senior Credit  Facility)  accruing after the
filing of a petition under the Bankruptcy Code,  whether or not allowed),  fees,
expenses, indemnification or otherwise (including letter of credit reimbursement
obligations whether or not any draw has occurred), in respect of:

          (i) the Senior Credit Facility;

          (ii) this Note;

          (iii) up to $500,000 of additional Debt on the same terms as this Note
     to be issued by the Company to Huntingdon Corporation; and

          (iv) any other Debt of the  Company  owing to the Senior  Agent or any
     lender  under  the  Senior  Credit  Facility  (whether  or not such  lender
     continues to be a lender  thereunder) with respect to any obligations under
     Bank Hedge Agreements (as defined in the Senior Credit  Agreement)  related
     to the Senior Credit  Agreement  that are or may become owed by the Company
     directly  or  indirectly,  other than Debt  incurred  pursuant  to a Senior
     Credit Facility.

     Notwithstanding the foregoing,  in no event shall "Senior Debt" include any
Junior Subordinated Debt.

     "Voting Stock" means with respect to any  corporation,  any shares of stock
of such corporation  whose holders are entitled under ordinary  circumstances to
vote for the election of directors of such corporation  (irrespective of whether
at the time any stock of any other  class or  classes  shall  have or might have
voting power by reason of the happening of any contingency), and, in the case of
the Company,  shall  include the Common  Stock.  Except as  otherwise  provided,
references herein to "Voting Stock" shall mean Voting Stock of the Company.

     8.2  (a)  Unless  otherwise  provided  herein,  all  financial   statements
delivered in connection herewith will be prepared in accordance with GAAP. Where
the  character or amount of any asset or liability or item of income or expense,
or any consolidation or other accounting  computation is required to be made for
any  purpose  hereunder,  it shall be done in  accordance


                                      -25-
<PAGE>

with GAAP;  provided,  however,  that if any term  defined  herein  includes  or
excludes  amounts,  items or concepts  that would not be included in or excluded
from such term if such term were defined  with  reference  solely to GAAP,  such
term will be deemed to include or exclude such amounts, items or concepts as set
forth herein.

     (b) Whenever  accounting amounts of a group of persons are to be determined
"on a consolidated  basis" it shall mean that, as to balance sheet amounts to be
determined as of a specific time, the amount that would appear on a consolidated
balance  sheet  of such  persons  prepared  as of such  time,  and as to  income
statement amounts to be determined for a specific period,  the amount that would
appear on a consolidated income statement of such persons prepared in respect of
such period, in each case with all transactions  among such persons  eliminated,
and prepared in accordance with GAAP except as otherwise required hereby.

     8.3 Where any provision  herein refers to action to be taken by any person,
or which  such  person  is  prohibited  from  taking,  such  provision  shall be
applicable  whether such action is taken  directly or indirectly by such person,
including  actions taken by or on behalf of any partnership in which such person
is a general partner.

     8.4 (a) The  titles  of the  Sections  of this  Note  appear as a matter of
convenience  only,  do not  constitute  a part  hereof  and shall not affect the
construction  hereof.  The words  "herein,"  "hereof,"  "hereunder" and "hereto"
refer  to this  Note  as a whole  and not to any  particular  Section  or  other
subdivision. References to Annexes and Sections are, unless otherwise specified,
references to Sections of this Note.  References  to Annexes and Schedules  are,
unless otherwise specified, references to Schedules attached to this Note.

     (b) Each covenant  contained  herein shall be construed  (absent an express
contrary provision herein) as being independent of each other covenant contained
herein,  and compliance  with any one covenant shall not (absent such an express
contrary  provision)  be  deemed  to excuse  compliance  with one or more  other
covenants.

     8.5 THIS  NOTE  SHALL  BE  GOVERNED  BY,  AND  CONSTRUED  AND  ENFORCED  IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA,  WITHOUT REGARD TO ANY CHOICE
OF LAW  RULES  WHICH  WOULD  REQUIRE  THE  APPLICATION  OF THE LAW OF ANY  OTHER
JURISDICTION.  IN ADDITION,  THE PARTIES HERETO  SELECT,  TO THE EXTENT THEY MAY
LAWFULLY  DO SO, THE  INTERNAL  LAWS OF THE STATE OF  FLORIDA AS THE  APPLICABLE
INTEREST LAW.

9. Miscellaneous

     9.1 All  communications  under this Note  shall be in writing  and shall be
delivered either by nationwide  overnight  courier or by facsimile  transmission
(confirmed  by delivery by nationwide  overnight  courier sent on the day of the
sending of such facsimile transmission).  Communications to the Company shall be
addressed as set forth on Annex 1, or at such other address of which the Company
shall have notified the Holder.  Communications to the Holder shall


                                      -26-
<PAGE>

be  addressed  as set forth on Annex 1, or at such  other  address of which such
Holder  shall have  notified  the  Company  (and the Company  shall  record such
address in the register  for the  registration  and transfer of this Note).  Any
communication  addressed and delivered as herein  provided shall be deemed to be
received when actually delivered to the address of the addressee (whether or not
delivery is accepted) or received by the telecopy machine of the recipient.  Any
communication   not  so   addressed   and   delivered   shall  be   ineffective.
Notwithstanding the foregoing provisions of this Section 9.1, service of process
in any suit, action or proceeding arising out of or relating to this Note or any
transaction  contemplated  hereby,  or any  action or  proceeding  to execute or
otherwise  enforce any judgment in respect of any breach  hereunder or under any
document hereby, shall be delivered in the manner provided in Section 9.6(c).

     9.2 All warranties, representations, statements of fact, certifications and
covenants  contained in this Note or in any  certificate,  financial  statement,
report or notice  delivered or provided  hereunder  shall be  considered to have
been  relied upon by the other party  hereto and shall  survive the  delivery to
such party  regardless  of any  investigation  made by or on behalf of any party
hereto.  All  statements  in any  certificate,  delivered  pursuant to the terms
hereof  shall  constitute   warranties  and   representations   hereunder.   All
obligations  hereunder (other than payment of this Note, but including,  without
limitation,  reimbursement  obligations in respect of costs,  expenses and fees)
shall survive the payment of this Note and the  termination  hereof.  Subject to
the preceding, this Note embodies the entire agreement and understanding between
the  Company  and  the  Holder,   and  supersedes   all  prior   agreements  and
understandings, relating to the subject matter hereof.

     9.3 The provisions hereof are intended to be for the benefit of the Holder,
from time to time,  of this Note,  and shall be  enforceable  by any such Holder
whether or not an express  assignment to such Holder of rights  hereunder  shall
have been made by the payee or his successors or assigns.  In the event that the
payee named herein  transfers  or assigns  less than all of this Note,  the term
"Holder" as used herein shall be deemed to refer to the assignor and assignee or
assignees  hereof,  collectively,  and any action  permitted  to be taken by the
Holder  hereunder  shall be taken only upon the  consent or  approval of persons
comprising the Holder that own that percentage  interest in the principal amount
of this Note as shall be  designated  by the payee  named  herein at the time of
such assignment.  Anything  contained in this Section 9.3  notwithstanding,  the
Company  may not  assign any of its  respective  rights,  duties or  obligations
hereunder other without the prior written consent of the Holder. For purposes of
the avoidance of doubt,  the Holder of this Note shall be permitted to pledge or
otherwise  grant a lien in and to this Note;  provided,  however,  that any such
pledgee or holder of a Lien shall not be considered a Holder  hereunder until it
shall have  foreclosed  upon this Note in  accordance  with  applicable  law and
informed the Company, in writing, of the same.

     9.4 (a) This Note may be amended, and the observance of any term hereof may
be waived,  with (and only with) the  written  consent  of the  Company  and the
Holder,  provided,  how-ever, that without the written consent of the holders of
Debt under the Senior Credit Facility, no amendment,  supplement or modification
of the  provisions of Section 3, or any defined term to the extent used therein,
shall be effective as to any holder of Debt under the Senior Credit Facility who
has not consented to such amendment, supplement or modification.


                                      -27-
<PAGE>

         Any  amendment  or waiver  consented to as provided in this Section 9.4
shall be binding  upon the then  current  Holder and upon each future  holder of
this Note and upon the  Company  whether or not this Note shall have been marked
to indicate such  amendment or waiver.  No such amendment or waiver shall extend
to or affect any obligation,  covenant,  agreement,  Default or Event of Default
not expressly amended or waived or impair any right consequent thereon.

     9.5 (a) The Company shall pay when billed the reasonable costs and expenses
(including reasonable attorneys' fees) incurred by the Holder in connection with
the  considera-tion,  negotiation,  preparation or execution of any  amendments,
waivers,  consents,  standstill  agreements  and other similar  agreements  with
respect to this Note  (whether or not any such  amendments,  waivers,  consents,
standstill agreements or other similar agreements are executed).

     (b)  At  any  time  when  the  Company   and  the  Holder  are   conducting
restructuring or workout  negotiations in respect hereof,  or a Default or Event
of Default  exists,  the Company shall pay when billed the reasonable  costs and
expenses  (including  reasonable  attorneys'  fees and the fees of  professional
advisors) incurred by the Holder in connection with the assessment,  analysis or
enforcement  of any  rights  or  remedies  that are or may be  available  to the
Holder.

     (c) If the Company shall fail to pay when due any principal of, or interest
on, this Note, the Company shall pay to the Holder,  to the extent  permitted by
law,  such  amounts  as shall be  sufficient  to cover the  costs and  expenses,
including but not limited to reasonable  attorneys' fees, incurred by the Holder
in collecting any sums due on this Note.

     9.6 (a) THE PARTIES HERETO  VOLUNTARILY AND  INTENTIONALLY  WAIVE ANY RIGHT
ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS NOTE OR TRANSACTIONS CONTEMPLATED HEREBY.

     (b) ANY SUIT, ACTION OR PROCEEDING  ARISING OUT OF OR RELATING TO THIS NOTE
OR  TRANSACTIONS  CONTEMPLATED  HEREBY OR ANY ACTION OR PROCEEDING TO EXECUTE OR
OTHERWISE  ENFORCE ANY  JUDGMENT IN RESPECT OF ANY BREACH UNDER THIS NOTE MAY BE
BROUGHT BY SUCH PARTY IN ANY FEDERAL  DISTRICT COURT LOCATED IN NEW YORK COUNTY,
NEW YORK,  OR ANY NEW YORK STATE COURT  LOCATED IN NEW YORK COUNTY,  NEW YORK AS
SUCH PARTY MAY IN ITS SOLE DISCRETION  ELECT,  AND BY THE EXECUTION AND DELIVERY
OF THIS NOTE, THE PARTIES HERETO IRREVOCABLY AND  UNCONDITIONALLY  SUBMIT TO THE
NON-EXCLUSIVE  IN  PERSONAM  JURISDICTION  OF EACH SUCH  COURT,  AND EACH OF THE
PARTIES  HERETO  IRREVOCABLY  WAIVES AND AGREES NOT TO ASSERT IN ANY  PROCEEDING
BEFORE ANY TRIBUNAL, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, ANY CLAIM THAT
IT IS NOT  SUBJECT  TO THE IN  PERSONAM  JURISDICTION  OF  ANY  SUCH  COURT.  IN
ADDITION,  EACH OF THE PARTIES HERETO IRREVOCABLY  WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION  THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE IN ANY SUIT,  ACTION OR  PROCEEDING  ARISING OUT OF OR RELATING TO THIS
NOTE OR


                                      -28-
<PAGE>

TRANSACTION   CONTEMPLATED   HEREBY  BROUGHT  IN  ANY  SUCH  COURT,  AND  HEREBY
IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

     (c) EACH PARTY HERETO  IRREVOCABLY AGREES THAT PROCESS PERSONALLY SERVED OR
SERVED BY U.S. EXPRESS,  REGISTERED OR CERTIFIED MAIL OR BY NATIONWIDE OVERNIGHT
COMMERCIAL  COURIER OR DELIVERY  SERVICE AT THE  ADDRESSES  PROVIDED  HEREIN FOR
NOTICES SHALL  CONSTITUTE,  TO THE EXTENT PERMITTED BY LAW,  ADEQUATE SERVICE OF
PROCESS IN ANY SUIT,  ACTION OR  PROCEEDING  ARISING  OUT OF OR RELATING TO THIS
NOTE OR TRANSACTION  CONTEMPLATED HEREBY, OR ANY ACTION OR PROCEEDING TO EXECUTE
OR OTHERWISE ENFORCE ANY JUDGMENT IN RESPECT OF ANY BREACH HEREUNDER. RECEIPT OF
PROCESS SO SERVED  SHALL BE  CONCLUSIVELY  PRESUMED AS  EVIDENCED  BY A DELIVERY
RECEIPT FURNISHED BY THE UNITED STATES POSTAL SERVICE OR ANY COMMERCIAL DELIVERY
SERVICE.

     (d) NOTHING  HEREIN  SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF ANY
HOLDER OF THIS NOTE TO SERVE ANY  WRITS,  PROCESS  OR  SUMMONSES  IN ANY  MANNER
PERMITTED BY APPLICABLE LAW OR TO OBTAIN  JURISDICTION  OVER THE COMPANY IN SUCH
OTHER JURISDICTION,  AND IN SUCH OTHER MANNER, AS MAY BE PERMITTED BY APPLICABLE
LAW.

     IN WITNESS WHEREOF,  the Company has caused this Promissory Note to be duly
executed   and   delivered   by  one  of  its  duly   authorized   officers   or
representatives.


                              MEDIABAY, INC.

                              By:
                                 -----------------------------------------------
                                       Name: John Levy
                                       Title: Executive Vice President and Chief
                                                Financial Officer


                                      -29-
<PAGE>

                                     Annex I

1.   Holder's Payment Instructions
              Citibank
              153 E. 53rd Street
              New York, NY 10043
              ABA # 021000089
              Credit: Norton Herrick
              Account #  37101489

2.   Addresses for Notices
     (a)  If to the Company, to:
              MediaBay, Inc.
              2 Ridgedale Avenue - Suite 300
              Cedar Knolls, NJ 07927
              Attention: Chief Financial Officer
              Telephone No.: 973-539-9528
              Facsimile No.: 973-539-1273

              with a copy to:

              Blank Rome Tenzer Greenblatt LLP
              405 Lexington Avenue
              New York, New York 10174
              Attention: Robert J. Mittman, Esq.
              Telephone No.: (212) 885-5555
              Facsimile No.: (212) 885-5001

     (b)      If to the payee, to:
              Mr. Norton Herrick
              2 Ridgedale Avenue- Suite 300
              Cedar Knolls, NJ 07927
              Telephone No.: 973-539-9528
              Facsimile No.: 973-539-1237

<PAGE>

                          [FORM OF ELECTION TO CONVERT]

     The undersigned hereby  irrevocably elects to exercise its right,  pursuant
to the Convertible Senior Promissory Note due September 30, 2002 (the "Note") of
MediaBay,   Inc.  (the  "Company")  in  the  outstanding   principal  amount  of
$_________,  which Note is  tendered  herewith,  to convert  $__________  of the
amount  outstanding  under the Note to  __________________  shares of the common
stock of the Company (the  "Shares"),  all in  accordance  with the terms of the
Note. The undersigned  requests that a Certificate for such Shares be registered
in the name of  ______________,  whose  address is  ____________,  and that such
Certificate    be   delivered   to    ________________,    whose    address   is
_________________,  [and  that a  replacement  Note in the  principal  amount of
$___________,  representing  the  balance of the  principal  amount  outstanding
thereunder  after giving effect to this  conversion,  be issued in the amount of
$_________ and delivered to ___________, whose address is ____________].

Dated:                        Signature: _______________________________________

                              (Signature must conform in all respects to name of
                              holder as specified on the face of the Note.)

                              ____________________________________________

                              ____________________________________________
                                     (Insert Social Security or Other
                                     Identifying Number of Holder)


<PAGE>

                                  Schedule 6.3

1.   Debt incurred under the $1,984,250  principal amount of Convertible  Senior
     Subordinated  Promissory  Note due  December  31,  2004  issued  to  Norton
     Herrick.

2.   Debt incurred under the $3,000,000  principal amount of Convertible  Senior
     Subordinated Promissory Note due December 31, 2004 issued to Evan Herrick.

3.   Debt incurred under the $4,200,000  principal amount of Convertible  Senior
     Subordinated   Promissory  Notes  due  December  31,  2004  issued  to  ABC
     Investment, L.L.C.

4.   Debt incurred under the $800,000 Convertible Senior Subordinated Promissory
     Note Due December 31, 2002 issued to Huntingdon Corporation.