manner that is consistent with maximizing the proceeds realized fromsuch sale (provided that if less than all such property is sold and theproceeds of such sale are less than the outstanding principal and accrued butunpaid interest under this Note and the other Notes described in Paragraph 1above, then such proceeds shall be applied as a mandatory prepayment by theUndersigned but the Note shall not otherwise mature);  (ii) the sale by the Undersigned of a substantial portion or allof the equity or the assets of an operating business segment of the Undersigned;or  (iii) the sale by the Undersigned of shares of its equity or thereceipt by the Undersigned of any proceeds of an offering of senior orsubordinated debt.The first to occur of such events shall be referred to as the “Maturity Date”.          The Undersigned’s payments will be applied to interest before principal. The Undersigned willmake all payments at the Undersigned’s offices at 1945 The Exchange, Atlanta, Georgia 30339, or ata different place if required by the Holder.     **4. BORROWER’S RIGHT TO PREPAY**          The Undersigned has the right to make payments of principal at any time before theyare due. A payment of principal only is known as a “prepayment.” When a prepayment is made, theUndersigned will inform the Holder in writing that the Undersigned is doing so. The Undersignedmay make a full prepayment or partial prepayments without paying any prepayment charge. The Holderwill use all of the prepayments to pay any accrued but unpaid interest and then to reduce theamount of principal that the Undersigned owes under this Note. If the Undersigned makes a partialprepayment, there will be no changes in the maturity date unless the Lender agrees in writing tothose changes.     **5. LOAN CHARGES**          If a law, which applies to this loan and which sets maximum loan charges, is finallyinterpreted so that the interest or other loan charges collected or to be collected in connectionwith this loan exceed the legally permitted limits, then: (i) any such loan charge collected shallbe reduced by the amount necessary to reduce the charge to the legally permitted limit; and (ii)any sums already collected which exceeded legally permitted limits will be refunded to theUndersigned. The Holder may choose to make this refund by reducing the principal owed under thisNote or by making a direct payment to the Undersigned. If a refund reduces principal, the reductionwill be treated as a partial prepayment.
 

 
     **6. BORROWER’S DEFAULT**          **(A) Payment Default; Security Deed Default**               If the Undersigned does not pay the full amount of any principal payment on the dateit is due, or the full amount of any accrued interest within ten (10) days after it is due, or ifthe Undersigned is in default of the Security Deed described in Section 10, the Undersigned willbe in default hereunder.          **(B) Insolvency; Bankruptcy Matters**               The Undersigned will be in default hereunder if:               (i) the Undersigned becomes insolvent as defined in the Georgia Uniform Commercial Code ormakes an assignment for the benefit of creditors, or an action is brought by the Undersignedseeking the appointment of a trustee, interim trustee, receiver or other custodian for any of itsproperty, or the Undersigned commences a voluntary case under the Federal Bankruptcy Code, or areorganization or arrangement proceeding is instituted by the Undersigned for the settlement,readjustment, composition or extension of any of its debts upon any terms, or an action or petitionis otherwise brought by the Undersigned seeking similar relief or alleging that it is insolvent orunable to pay its debts as they mature; or               (ii) an action is brought against the Undersigned seeking the appointment of a trustee,interim trustee, receiver or other custodian for any of its property, and such action is consentedto or acquiesced in by the Undersigned or is not dismissed within sixty (60) days of the date uponwhich it was instituted, or a proceeding under the Federal Bankruptcy Code is instituted againstthe Undersigned and an order for relief is entered in such proceeding or such proceeding isconsented to or acquiesced in by the Undersigned or is not dismissed within sixty (60) days of thedate upon which it was instituted, or a reorganization or arrangement proceeding is institutedagainst the Undersigned for the settlement, readjustment, composition or extension of any of itsdebts upon any terms and such proceeding is consented to or acquiesced in by the Undersigned or isnot dismissed within sixty (60) days of the date upon which it was instituted, or an action orpetition is otherwise brought against the Undersigned seeking similar relief or alleging that itis insolvent, unable to pay its debts as they mature or generally not paying its debts as theybecome due and such action or petition is consented to or acquiesced in by the Undersigned or isnot dismissed within sixty (60) days of the date upon which it was brought.          **(C) Notice of Default**               If the Undersigned is in default, the Holder may send a written notice to theUndersigned stating that if the overdue amount is not paid by a certain date, the Holder mayrequire the Undersigned to pay immediately the full amount of principal which has not been paid andall the interest that the Undersigned owes on the amount. That date must be at least ten (10) daysafter the date on which the notice is delivered or mailed to theUndersigned.
 

 
          **(D) No Waiver By Holder**               Even if, at a time when the Undersigned is in default, the Holder does not require theUndersigned to pay immediately in full as described above, the Holder will still have the right todo so if the Undersigned is in default at a later time.          **(E) Payment of Holder’s Costs and Expenses**               If Holder has required the Undersigned to pay immediately in full as described above,the Holder will have the right to be paid for all of its costs and expenses in enforcing thisNote. The Undersigned agrees to pay Holder’s reasonable attorney’s fees if enforcement of thisNote is referred to an attorney.     **7. GIVING OF NOTICE**          Unless applicable law requires a different method, any notice that must be given to theUndersigned under this Note will be given by delivering it or by mailing it by first class mail orby sending by recognized overnight carrier for next business day delivery to the address below theundersigned’s signature.          Any notice that must be given to the Holder under this Note will be given by mailing it byfirst class mail or by sending by recognized overnight carrier for next business day delivery tothe Holder at the address stated on the signature page or at a different address if theUndersigned is given a notice of that different address.     **8. GOVERNING LAW**          This Note shall be governed by and construed and enforced in accordance with the laws of theState of Georgia without regard to its conflicts of laws rules. Wherever possible, each provisionof this Note shall be interpreted in such manner as to be effective and valid under applicable law,but if any provision of this Note shall be prohibited by or invalid under applicable law, suchprovision shall be ineffective only to the extent of such prohibition or invalidity, withoutinvalidating the remainder of such provision or the remaining provisions of this Note.     **9. WAIVERS**          The Undersigned and any other person who has obligations under this Note waive therights of presentment and notice of dishonor. “Presentment” means the right to require the Holderto demand payment of the amounts due. “Notice of dishonor” means the right to require the Holderto give notice to other persons that amounts due have not been paid.     **10. SECURITY DEED**          In addition to the protections given to the Holder under this Note, a Security Deed dated thesame date of this Note, has been granted by a subsidiary of the Undersigned, Abrams
 

 
Properties, Inc., to Samuel E. Allen, Alan R. Abrams, J. Andrew Abrams and Herschel Kahn,which protects the Holder from possible losses which might result if the Undersigned does not keepthe promises made in this Note.[SIGNATURES ON THE FOLLOWING PAGE]
 

 
Witness the hand and seal of the undersigned. This Note is executed and delivered onOctober 14, 2010.         **SERVIDYNE, INC.**               (SEAL)       Title:                    Address for Notices:           1945 The Exchange, Suite 325    Atlanta, GA 30339    Attn: Chief Financial Officer