PROMISSORY NOTE

                                                              New York, New York
U.S.$764,271.00                                       (as of) September 10, 2004

         FOR  VALUE  RECEIVED,  the  undersigned,  STIMULYS,  INC.  (f/k/a  SPAR
Performance Group, Inc.), a corporation organized under the laws of the State of
Delaware and currently having an address at 2245 Keller Way,  Carrollton,  Texas
75006 (the  "Borrower"),  hereby  promises to pay to the order of SPAR INCENTIVE
MARKETING,  INC. (or the then current  endorsee and holder(s) of this promissory
note,  as  applicable,  the  "Lender"),  at its office at 580 White Plains Road,
Tarrytown, New York 10591, or at such other place as may be designated from time
to time in writing by the Lender,  the principal sum of SEVEN HUNDRED SIXTY FOUR
THOUSAND TWO HUNDRED SEVENTY ONE U.S. DOLLARS  (U.S.$764,271.00),  or such other
amount as may be advanced and outstanding hereunder, together with interest, all
as provided in this promissory note (as the same may be  supplemented,  renewed,
extended,  modified,  amended,  restated  or  replaced  from time to time in the
manner provided herein, this "Note").

         Section  1.  Certain  Defined  Terms.  Capitalized  terms  used and not
otherwise defined in this Note shall have the meanings  respectively assigned to
them in the relevant Loan Instrument (as hereinafter defined). Definitions shall
be  applicable  equally to the singular  and plural forms of the terms  defined,
each use of a neuter,  masculine,  feminine or plural pronoun shall be deemed to
refer to the form of pronoun  appropriate  to the  circumstance,  and each other
reference to or by gender shall include reference to each other or neuter gender
appropriate  to the  circumstance,  in each case as the  context  may  permit or
require. The following  capitalized terms and non-capitalized  words and phrases
shall have the meanings respectively assigned to them:  "Bankruptcy  Proceeding"
shall  mean the filing or  submission  of any  petition  or other  document  for
relief, bankruptcy,  insolvency,  receivership or other remedy, or the existence
of any case,  action,  suit, or proceeding,  whether  voluntary or  involuntary,
under  the  United  States  Bankruptcy  Code,  or any  other  present  or future
applicable law respecting bankruptcy,  reorganization,  insolvency, readjustment
of debts,  relief of debtors,  dissolution  or  liquidation,  any  corresponding
applicable law of any state, province or foreign jurisdiction, or any succeeding
applicable law, and any rules and regulations  promulgated  thereunder,  in each
case as the same  may have  been and  hereafter  may be  adopted,  supplemented,
modified,  amended, restated or replaced from time to time. "Business Day" shall
mean any day during which the Lender is open for business in New York, New York,
other than any Saturday, Sunday or other applicable legal holiday.  "Collateral"
shall  mean  any  asset or  property  of any  kind  securing  all or any part of
Obligations or any Surety's Obligations, whether directly or indirectly, whether
now existing or hereafter acquired or created,  whether granted by the Borrower,
any Surety or any other person (individually,  jointly, severally or otherwise),
and whether or not  disclosed to the Borrower or any Surety,  if any.  "Default"
shall mean any event that, with the giving or receipt of notice, the acquisition
of  knowledge  or the  passage  of time  (or  any  combination  thereof),  would
constitute  an Event of  Default.  "Event of  Default"  shall  have the  meaning
assigned  to it  in  Section  12  hereof.  "Guarantor"  and  "Guarantors"  shall
respectively mean any one or more of THOMAS F. HUNTER,  an individual  currently
residing in the State of Texas,  and JOHN  HARPER  HAWKINS  III,  an  individual
currently  residing in the State of Texas.  "Guaranty"  shall mean the  Guaranty
Agreement  among the  Guarantors  and the Lender dated as of August 30, 2004, as
the same may be supplemented,  renewed, extended, modified, amended, restated or
replaced from time to time in the manner  provided  therein.  "Loan" and "Loans"
shall  respectively mean any or more of the principal  amounts  outstanding from
time to time (including future advances) respecting any and all of the loans and
other  advances  made and amounts  paid by the Lender from time to time to or on
behalf or for the benefit of the Borrower,  or otherwise  owed from time to time
to the Lender by the Borrower,  under or pursuant to this Note or any other Loan
Instrument, in each case (i) including,  without limitation, those so made, paid
or  outstanding  during the  pendency  of any  Bankruptcy  Proceeding,  and (ii)
whether  requested,  received,  used or repayable by the Borrower  individually,
jointly,  severally or otherwise. "Loan Instrument" and "Loan Instruments" shall
respectively  mean  any  one  or  more  of  this  Note,  any  letter  of  credit
application, guaranty, security agreement,  hypothecation,  assignment, mortgage
or other  instrument,  agreement  or  document  with or  issued  or given by the
Borrower or any Surety creating, evidencing,  governing,  supporting,  securing,
perfecting,  recognizing,  subordinating or respecting (in whole or in part) any
of  the  Obligations  or  Surety's  Obligations,   and  all  waivers,  consents,
agreements,  reports,  statements,  certificates,  schedules and other documents
executed by the requisite person(s) pursuant to or in connection with any of the
foregoing and accepted or delivered by the Lender, in each case as each may have
been and hereafter may be executed,  supplemented,  renewed, extended, modified,
amended,  restated or replaced from time to time in the manner provided therein,
whether before, as of or after the date hereof.  "Material Adverse Effect" shall
mean any material and adverse effect,  whether individually or in the aggregate,
upon (a) the assets,  business,  cash flow, expenses,  liabilities,  operations,
properties,   prospects,   reputation,   taxation  or  condition  (financial  or
otherwise) of the Borrower,  (b) the ability of the Borrower to pay or otherwise
satisfy  (as and  when  due)  any of the  Obligations,  or (c)  any  part of the
Collateral or its value or the validity, enforceability,  perfection or priority
of any security  interest of the Lender in any Collateral.


<PAGE>

"Obligations" shall mean any and all (i) Loans (including future advances),  and
(ii)  other  amounts to be paid and all other  obligations  to be  performed  or
otherwise satisfied by the Borrower under this Note or any other Loan Instrument
(whether individually, jointly, severally or otherwise); in each case including,
without limitation, (A) those so made, paid or outstanding, accrued, accruing or
otherwise arising or applicable under any Loan Instrument during the pendency of
any  Bankruptcy  Proceeding,  irrespective  of  whether or to what  extent  such
amounts accrue or are allowed or allowable as claims in any such proceeding, (B)
whether   requested,   received,   used,  owed  or  repayable  by  the  Borrower
individually,  jointly,  severally or otherwise,  and (C) all accrued and unpaid
interest thereon (including,  without limitation, any and all interest and other
amounts  accrued,  accruing or otherwise  arising or  applicable  under any Loan
Instrument  during the pendency of any Bankruptcy  Proceeding,  irrespective  of
whether or to what extent such  interest,  fees and other amounts  accrue or are
allowed or allowable as claims in any such proceeding).  "Surety" and "Sureties"
shall  respectively  mean  any one or more of:  the  Guarantors;  and any  other
co-obligor,  indemnitor,  guarantor,  pledgor or surety of, or any other  person
providing  any  Credit  Support  for,  any of the  Obligations  or any  Surety's
Obligations;  in each case whether or not disclosed to the Borrower or any other
Surety.  "Surety's  Adverse  Effect" shall mean any material and adverse effect,
whether individually or in the aggregate,  upon (a) the assets,  business,  cash
flow,  expenses,  income,  liabilities,   operations,   properties,   prospects,
reputation or condition,  financial or otherwise, of any Surety, (b) the ability
of any  Surety  to  pay or  otherwise  satisfy  (as  and  when  due)  any of its
obligations under any of the Loan Instruments, or (c) any collateral provided by
any Surety or its value or the validity, enforceability,  perfection or priority
of any security  interest of the Lender therein.  "Surety's  Obligations"  shall
mean any and all of: the "Guarantors' Obligations" under (and as defined in) the
Guaranty;  and the other Credit Support from, and any and all other  obligations
of, any Surety under any Loan Instrument;  in each case whether or not disclosed
to the Borrower or any other Surety.

         Section 2. Loans and Obligations. (a) The Borrower represents, warrants
and  acknowledges to and covenants and agrees with the Lender that: (i) pursuant
to its Revolving Credit,  Guaranty and Security  Agreement with the Lender dated
as of June 30, 2002, and the Revolving  Promissory Note issued pursuant  thereto
(as the same may have been and hereafter may be supplemented, modified, amended,
restated  or  replaced  from time to time in the manner  provided  therein,  the
"Revolving  Documents"),  the Lender has made loans on a revolving  basis to the
Borrowers that were outstanding as of the date hereof in the aggregate principal
amount of  $694,271.00  (the  "Existing  Revolving  Loans"),  and the Lender has
caused to be issued a Letter of Credit in the face amount of $70,000.00  for the
benefit of the Borrower (the  "Existing  Letter of Credit");  (ii) the Revolving
Documents and the Existing Revolving Loans, as well as the Borrower's obligation
to immediately and fully reimburse the Lender for any drawing under the Existing
Letter of Credit (the "Existing Reimbursement Obligations"), were not subject as
of the  date of  this  Note  to any  defense,  counterclaim,  setoff,  right  of
recoupment,  abatement,  reduction  or  other  claim  or  determination  of  the
Borrower;  (iii) the  Borrower  has  issued  this Note in order to fully pay and
satisfy  the  Existing  Revolving  Loans and to amend,  restate  and replace the
Existing  Reimbursement  Obligations  as  provided  in  subsection  (b) of  this
Section;  (iv) the  Lender  shall be deemed to have  advanced  to itself (at the
request and for the benefit of the  Borrower) on the date hereof the full amount
of the  Existing  Revolving  Loans  in  order  to  fully  pay  and  satisfy  the
outstanding principal balance thereof; (v) as a result, the principal balance of
the Loans and the  Letter of Credit  outstanding  on the date  hereof  under and
evidenced by this Note is and shall be equal to  $764,271.00  (and is subject to
increase  as  provided  in  subsection  (b),  below);  (v) the  Loans  and other
Obligations  of the  Borrower are not subject as of the date of this Note to any
defense,  counterclaim,  setoff,  right of recoupment,  abatement,  reduction or
other claim or determination,  (vi) the Note and Guaranty shall continue in full
force and effect after the date hereof;  (vii) all remaining  availability under
the Revolving  Documents has been  terminated;  and (viii) except for the deemed
advance  described  above and in  subsection  (b),  below,  no Loan advances are
available to the Borrower under this Note.

         (b) The Borrower  shall  reimburse the Lender on demand for any and all
advances made by the issuer  thereof under the Existing  Letter of Credit,  each
such advance  shall be deemed to be an advance of Loan  principal  hereunder and
part of the "Loans"  and  "Obligations"  evidenced  hereby.  Such  reimbursement
obligations shall be deemed to have continued,  amended, restated and completely
replaced the Existing Reimbursement Obligations, but shall not be deemed to have
been a payment or satisfaction thereof.

         (c) This Note  evidences any and all amounts  outstanding  from time to
time  (including  future  advances)  in  respect  of any and all loans and other
advances made and amounts paid by the Lender in its discretion from time to time
to or on behalf or for the benefit of the  Borrower,  or  otherwise  now or from
time to time hereafter owed to the Lender by the Borrower,  under or pursuant to
this  Note  (each of which is a Loan  hereunder),  in each  case (i)  including,
without  limitation,  those so made, paid or outstanding  during the pendency of
any Bankruptcy Proceeding,  (ii) whether requested,  received, used or repayable
by the  Borrower  individually,  jointly,  severally  or  otherwise,  and  (iii)
together  with all  accrued  and unpaid  interest  thereon  (including,  without
limitation,  any and  all  interest  and  other  amounts  accrued,  accruing  or
otherwise arising or applicable under any Loan Instrument during the pendency of
any  Bankruptcy  Proceeding,  irrespective  of



<PAGE>

whether or to what extent such  interest,  fees and other amounts  accrue or are
allowed or allowable as claims in any such proceeding).

         Section 3.  Voluntary and Mandatory  Payments.  (a) The Borrower  shall
repay the entire principal  balance then outstanding  under the Loans and all of
the other monetary  Obligations  then  outstanding in full on the first to occur
(the "Maturity  Date") of: (a) twenty  Business Days from the date of this Note;
or (b) the  acceleration  of the  Obligations as  contemplated by this Note, any
other Loan Instrument or applicable  law. The Borrower may voluntarily  elect to
prepay the Loans in full at any time, or in part from time to time, in each case
without any premium or penalty. Nothing contained in this Note or any other Loan
Instrument  shall  be  construed  as a  waiver  or  modification  of any term or
provision of this Note or any other Loan  Instrument  respecting  the payment of
any expense, indemnity or reimbursement on demand.

         (b) Notwithstanding  anything in this Note to the contrary, the parties
agree:  (i) $70,000 of the amount of this Note  represents the $70,000 letter of
credit  (the  "LOC")  issued by Webster  Bank to Airline  Reporting  Corporation
(ARC),  (ii) unless it has been drawn  upon,  this amount is not due and payable
prior to or on the  Maturity  Date of this Note,  (iii) the LOC will be returned
(undrawn upon) to the Lender and Webster Bank for  cancellation by no later than
nineteen  business days from the date of this Note (the "LOC  Surrender  Date"),
(iv) if the LOC is so returned by the LOC Surrender  Date,  this $70,000  amount
will be considered  paid in full, (v) no interest or fee will will accrue and be
payable  for this LOC at any time prior to the first to occur of any  drawing on
the LOC and the LOC  Surrender  Date,  (vi) if any drawing  shall be made on the
LOC,  the amount of such  drawing  shall be deemed a funded Loan under this Note
and shall be due and payable on the Maturity Date, (vii) if the LOC has not been
returned  to the Lender and Webster  Bank by the LOC  Surrender  Date,  the full
undrawn  LOC amount  shall be deemed a funded  Loan under this Note and shall be
due and payable on the Maturity Date, and (viii) any such funded Loan shall bear
interest as provided herein from and after the date deemed funded.

         Section 4. Interest; Default Interest. (a) Except as otherwise provided
in this Section,  the Loans shall bear interest on the unpaid principal  balance
of those Loans outstanding from time to time, from and including the date hereof
through and including the date such principal balance of such Loans is repaid in
full  (including,  without  limitation,  any and all  interest,  fees and  other
amounts accrued, accruing or otherwise arising or applicable during the pendency
of any Bankruptcy  Proceeding,  irrespective of whether such interest,  fees and
other amounts are allowed or allowable as claims in any such proceeding), at the
rate of 8.935% per annum.  Interest  on the Loans shall be computed on the basis
of the actual number of days elapsed and a year of 360 days and shall be payable
by the Borrower in arrears: (i) in full on the Maturity Date; and (ii) on demand
after the Maturity Date.

         (b) Any payment of principal, interest or other amount that is not paid
when due  under  this Note or any other  Loan  Instrument,  and all of the Loans
after notice from the Lender during the  continuance  of any Default or Event of
Default  under  this Note or any other  Loan  Instrument,  shall,  to the extent
permitted by applicable law, bear interest  (computed on the basis of the actual
number of days elapsed and a year of 360 days) until repaid in full at an annual
rate  equal to 18% per  annum,  which  interest  rate  shall be  payable  by the
Borrower with respect to such amount(s) instead of the rate (if any) established
by this Section with respect  thereto,  and which  interest  amount(s)  shall be
payable upon  demand;  in each case (1)  subject,  however,  to the maximum rate
permitted by Applicable Law as provided in Section 6 hereof,  and (2) including,
without  limitation,  any and all  interest,  fees and  other  amounts  accrued,
accruing  or  otherwise  arising  or  applicable  during  the  pendency  of  any
Bankruptcy  Proceeding,  irrespective  of whether such interest,  fees and other
amounts are allowed or allowable as claims in any such proceeding.

         Section 5. Maximum  Interest  Rate. It is the intention of the Borrower
and the Lender that the interest (as defined under  applicable  law) that may be
charged to,  collected  from or received from the Borrower under this Note shall
not exceed the maximum  rate  permissible  under  applicable  law.  Accordingly,
anything in this Note to the contrary notwithstanding, in the event any interest
(as so defined)  is charged to,  collected  from or received  from the  Borrower
under this Note in excess of such maximum  lawful rate,  then the excess of such
payment  over  that  maximum  rate  shall be  applied  to the  reduction  of the
outstanding  principal  balance  of the  Loans  under  this  Note and the  other
outstanding  Obligations  (without any prepayment  premium or penalty),  and any
portion of such excess payment  remaining after payment and  satisfaction of the
Obligations in full shall be returned by the Lender to the Borrower.

         Section 6. Waiver of Presentment,  Etc. Presentment for payment, notice
of  dishonor,  protest  and  notice  of  protest  are  hereby  each  absolutely,
unconditionally, irrevocably and expressly waived forever by the Borrower.


<PAGE>

         Section 7.  Payments  and  Applications.  All  payments  of  principal,
interest,  fees and other  amounts  due the Lender  pursuant to this Note or any
other Loan  Instrument  shall be made in U.S.  Dollars in immediately  available
funds by 2:00 P.M. (New York City time) on the date payment is due to the Lender
at its  offices  at SPAR  Incentive  Marketing,  Inc.,  580 White  Plains  Road,
Tarrytown,  New York 10591, or as otherwise instructed by the Lender. Should any
payment  become  due and  payable on other than a  Business  Day,  the  maturity
thereof shall be extended to the next succeeding  Business Day, and, in the case
of any payment of principal,  interest shall be payable  thereon at the rate per
annum  specified  in this  Note  during  such  extension.  The  Borrower  hereby
authorizes  the Lender at any time and from time to time (in the  discretion  of
the Lender) to deduct from any account of the  Borrower  with the Lender,  or to
direct any affiliate, custodian or designee of the Lender holding any account of
the  Borrower at the  direction  or for the benefit of the Lender to deduct from
such  account,  all or any part of any amount  (whether  principal,  interest or
otherwise)  that has  become due and  payable  under this Note or any other Loan
Instrument,  all without any notice to or further consent from the Borrower.  In
debiting any such account,  the Obligations shall be deemed to have been paid or
repaid only to the extent of the funds  actually  available  in and debited from
such account  notwithstanding  any internal  procedure of the debiting person to
the  contrary.  Except as  otherwise  provided  in this  Note or any other  Loan
Instrument,  any funds  received by the Lender from or on behalf of the Borrower
(including the net proceeds from any collateral) may be applied by the Lender to
the following  items in such order and manner as may be determined by the Lender
in its sole and absolute  discretion to the extent  permitted by applicable law:
(i) the payment of accrued and unpaid  interest on the Loans and any breakage or
other amounts (if any) required by this Note; (ii) the payment of due and unpaid
principal on the Loans;  (iii) the payment to or reimbursement of the Lender for
any fees and expenses for which it is entitled to be paid or reimbursed pursuant
to any of the  provisions  of this Note or any other Loan  Instrument;  (iv) the
establishment or maintenance of any cash collateral  required or permitted under
this Note or any other Loan Instrument; and (v) the payment in full of all other
Obligations.

         Section  8.  Certain  Representations   Respecting  the  Borrower.  The
Borrower  represents and warrants to the Lender as follows in each subsection of
this  Section,  as of the date  hereof  and as of the date of each Loan or other
advance or any readvance,  renewal or extension thereof:  (a) the full, complete
and correct  legal name of the  Borrower is set forth in the first  paragraph of
this Note and on the signature page hereto, and except as otherwise disclosed to
the Lender in writing,  has never been changed and is and has been the only name
ever used by the Borrower;  (b) the Borrower is a corporation duly incorporated,
validly  existing and in good standing  under the laws of the State of Delaware,
maintains  its chief  executive  office at the  address  set forth for it on the
signature page,  below, is duly qualified and in good standing to do business in
each such location,  and except as otherwise  disclosed to the Lender in writing
has not had its organizational state or chief executive office location anywhere
else within the past six years; (c) the Organizational Documents of the Borrower
have all been  duly  adopted,  executed  and  filed to the  extent  required  by
applicable  law, and the Borrower has the legal capacity,  power,  authority and
unrestricted  right to execute and deliver  this Note and each of the other Loan
Instruments  to which the  Borrower  is or will be a party and to perform all of
the  Borrower's  obligations  hereunder  and  thereunder;  (d) the execution and
delivery by the Borrower of this Note and each of the other Loan  Instruments to
which the Borrower is or will be a party and the  performance by the Borrower of
all of the  obligations  of the Borrower  hereunder and thereunder (i) have been
duly  authorized  by all  requisite  action on the part of the  Borrower and all
requisite  action  on the  part of each  direct  or  indirect  general  partner,
manager,  trustee or similar  principal of such  Borrower  that is not a natural
person, as applicable,  (ii) will not violate or be in conflict with any term or
provision  of  (A)  any  applicable  law  (including,  without  limitation,  any
applicable  usury or similar law), (B) any judgment,  order,  writ,  injunction,
decree or consent of any court or other  judicial  authority  applicable  to the
Borrower or any material part of the Borrower's  assets and  properties,  or (C)
any Organizational Document of the Borrower or of any direct or indirect general
partner,  manager,  trustee or similar  principal of such Borrower that is not a
natural person,  as applicable,  (iii) will not violate,  be in conflict with or
constitute  a default  (with or without  the  giving or  receipt of notice,  the
acquisition  of  knowledge  or the passage of time or any  combination  thereof)
under any term or provision of any of the Material Documents, and (iv) except as
specifically  contemplated  by any  Loan  Instrument,  will  not  result  in the
creation or  imposition of any security  interest,  lien,  encumbrance  or other
adverse  claim of any  nature  upon any of its  assets  and  properties;  (e) no
consent,  approval or authorization  of, or registration,  declaration or filing
with,  any  governmental  authority or other person  (whether under any Material
Document or  otherwise)  is required as a  condition  precedent,  concurrent  or
subsequent to or in connection  with the due and valid  execution,  delivery and
performance  by the Borrower of this Note or any other Loan  Instrument to which
the Borrower is or will be a party or the legality,  validity, binding effect or
enforceability  of any of the  terms and  provisions  of this Note and the other
Loan  Instruments;  (f) the Borrower is not regulated by or otherwise subject to
any applicable law that directly or indirectly limits or otherwise  restricts or
governs its  ability to incur,  continue  or repay  indebtedness  or provide any
Credit  Support or to encumber any of its assets and  properties as security for
the  indebtedness  of itself or any other person;  (g) this Note is, and each of
the other  Loan  Instruments  to which the  Borrower  is or will be a party when
executed and  delivered  will be, a legal,  valid and binding  obligation of the
Borrower,  enforceable  against the Borrower in accordance with their respective
terms and provisions;  (h) there is no action, suit, investigation or proceeding
(whether or not purportedly on behalf of the Borrower,  any Surety, any of their
respective


<PAGE>

principals,  executives or affiliates or any issuer or holder of any Collateral)
pending or (to the best knowledge of the Borrower) threatened or contemplated at
law, in equity, in arbitration or by or before any other governmental  authority
involving  or  affecting  (A) the  Borrower  or,  to the best  knowledge  of the
Borrower,  any  Surety,  any  of  their  respective  principals,  executives  or
affiliates  or any  issuer  or  holder  of any  Collateral  that,  if  adversely
determined,  would be  reasonably  likely to have a Material  Adverse  Effect or
Surety's Adverse Effect, individually or in the aggregate with other events, (B)
any alleged criminal act or activity (other than a traffic misdemeanor or lesser
traffic  violation) on the part of the Borrower or, to the best knowledge of the
Borrower,  any  Surety  or any of their  respective  principals,  executives  or
affiliates,  (C) any part of the Obligations,  (D) any Collateral granted by the
Borrower or (to the  knowledge of the  Borrower)  any Surety,  or (E) any of the
transactions  contemplated  in this Note or any other Loan  Instrument;  (i) the
financial  statements and reports and any related notes and schedules respecting
the Borrower  delivered to the Lender prior to the date hereof, as well as those
delivered after the date hereof (whenever delivered),  if any, (i) were prepared
in accordance with generally accepted accounting principles consistently applied
throughout the period  covered  thereby,  and (ii) are complete,  accurate and a
fair presentation of the Borrower's  financial  condition as of the date thereof
and the  Borrower's  results from  operations  and income for the period covered
thereby  (subject in the case of interim  statements  to normal  year-end  audit
adjustments), and since date of the latest financials preceding the date hereof,
no event or events have occurred that  individually or in the aggregate has had,
will have or could have a Material  Adverse Effect or Surety's  Adverse  Effect;
(j)  after  giving  effect  to the  Loans  and the  other  direct  and  indirect
liabilities  of the  Borrower  arising  under  this  Note  and  the  other  Loan
Instruments, whether absolute or contingent (treating all Credit Support and all
unused availability under lines of credit, commitments and other indebtedness as
fully funded  indebtedness in the maximum amount  thereof),  the Borrower (A) is
solvent  (i.e.,  the aggregate  fair value of its assets  exceeds the sum of its
liabilities), (B) has adequate working capital, and (C) is able to pay its debts
as they mature;  (k) the  Borrower has never been the subject of any  Bankruptcy
Proceeding,  and the Borrower is not currently taking or considering or planning
to take,  and the Borrower has never taken or considered or planned to take, any
action to initiate or  participate  in any  Bankruptcy  Proceeding or any of the
other  actions  specified  in  subsection  (e) or (f) of the "Events of Default"
Section of any  non-demand  Note,  and to the knowledge of the Borrower no other
person is currently  considering or planning, or has ever considered or planned,
to take any of those  actions;  (l) the Loans have been requested and will be or
have been used by the Borrower or any Surety for  business  purposes and not for
consumer purposes, and no part of the proceeds of the Loans or other credit from
the  Lender  has been or will be used at any time in any way or for any  purpose
that violates or is inconsistent with any applicable  Margin Stock  Regulations;
(m) the Borrower and the Sureties (i) are engaged as an integrated  group in the
business of incentive  promotions and travel services,  selling or leasing goods
and providing services in connection therewith,  and providing to each other the
required  services and  facilities  for those  integrated  operations,  (ii) are
seeking the Loans and other credit for the purpose of funding  those  integrated
operations  and certain  other  approved  working  capital  requirements  of the
Borrower and the Sureties,  and (iii) each expect to derive  financial and other
benefit,  directly or indirectly,  in return for  undertaking  their  respective
obligations  under this Note and the other Loan  Instruments,  both individually
and as a member of the integrated  group; and (n) no  representation or warranty
of the  Borrower  made or  contained  in this Note or any other Loan  Instrument
(whether with respect to the Borrower,  any Surety or otherwise)  and no report,
statement,  certificate,  schedule or other document or information furnished or
to be furnished by or on behalf of the Borrower or any Surety in connection with
the  transactions  contemplated  by this  Note and the  other  Loan  Instruments
(whether with respect to the Borrower, any Surety or otherwise) contains or will
contain  a  misstatement  of a  material  fact or omits or will  omit to state a
material fact required to be stated therein in order to make it, in the light of
the circumstances under which made, not misleading.

         Section 9. Certain  Covenants of the Borrower.  The Borrower  covenants
and agrees with the Lender that it will comply in all respects on a timely basis
(except as otherwise  expressly  provided) and at its own expense with each, and
will not  cause,  suffer  or  permit  any  violation  of any,  of the  terms and
provisions of this Section,  from the date hereof and until the Obligations have
been fully  paid and  satisfied  and this Note  shall  have no further  force or
effect,  unless the Lender (in its sole and absolute  discretion)  shall consent
otherwise in writing:

         (a) The Borrower  shall give, or cause to be given,  immediate  written
notice to the Lender of:  (i) any  change in the name  (whether  change in legal
name, use of other name or otherwise),  name(s) of controlling  equity owner(s),
the state or other  jurisdiction of incorporation  or other  organization or the
location of the chief executive office, of the Borrower,  as applicable , or, to
the best knowledge of the Borrower,  the name (whether change in legal name, use
of other name or otherwise) name(s) of controlling equity owner(s), the state or
other jurisdiction of incorporation or other organization or the location of the
chief executive  office of any Surety or any issuer or holder of any Collateral;
(ii) the  institution or threat of, or any adverse  determination  or change in,
any action,  suit,  investigation  or proceeding  (whether or not purportedly on
behalf  of the  Borrower,  any  Surety,  any  of  their  respective  principals,
executives or


<PAGE>

affiliates  or any issuer or holder of any  Collateral)  at law,  in equity,  in
arbitration  or by or  before  any other  governmental  authority  involving  or
affecting  (A) the  Borrower  or, to the best  knowledge  of the  Borrower,  any
Surety,  any of their  respective  principals,  executives  or affiliates or any
issuer or holder of any  Collateral  that,  if  adversely  determined,  would be
reasonably  likely to have a Material Adverse Effect or Surety's Adverse Effect,
individually or in the aggregate with other events, (B) any alleged criminal act
or activity  (other than a traffic  misdemeanor or lesser traffic  violation) on
the part of the Borrower or, to the best  knowledge of the Borrower,  any Surety
or any of their respective principals, executives or affiliates, (C) any part of
the Obligations, (D) any Collateral granted by the Borrower or (to the knowledge
of the Borrower) any Surety, or (E) any of the transactions contemplated in this
Note or any other Loan  Instrument;  (iii) any change in location or any loss of
or other  material and adverse change in any Collateral (to the knowledge of the
Borrower)  granted by any Surety;  (iv) any act or event  known to the  Borrower
that in any material respect violates,  is in conflict with, results in a breach
of or  constitutes  a default  (with or without the giving or receipt of notice,
the acquisition of knowledge or the passage of time or any combination  thereof)
under any term or  provision  of any of the  Organizational  Documents  or other
Material  Documents;  (v) any  nonpayment  or other  Default or Event of Default
under  this  Note  or  any  other  Loan  Instrument,  or any  other  nonpayment,
misrepresentation,  nonperformance or other breach or default in or with respect
to any of the  Borrower's  Obligations;  or (vi) any other  event if such event,
individually or in the aggregate with other events,  has had, will have or could
have any Material Adverse Effect or Surety's Adverse Effect.

         (b) The Borrower shall provide to the Lender such financial statements,
accounts, reports,  certificates,  tax returns, statements,  documents and other
information  as the Lender from time to time may request,  each in such form and
substance as may be acceptable to the Lender. From time to time upon the request
of the Lender,  the Borrower  (upon  receipt) will furnish copies to the Lender,
and will direct such other persons  (including the issuers and preparers) as the
Lender may request to furnish  copies  directly  to the  Lender,  of any and all
financial  statements,   account  statements,  notices  and  other  reports  and
information  pertaining  to the  Collateral  as the Lender may  request.  At all
reasonable times and as often as the Lender reasonably may request, the Borrower
shall permit  representatives  designated by the Lender to (A) have complete and
unrestricted access to the premises of the Borrower and the books and records of
the Borrower, and make copies of, or excerpts from, those books and records, and
(B)  discuss  the  accounts,  assets,  business,  cash flow,  expenses,  income,
liabilities,   operations,   properties,  prospects,  reputation  or  condition,
financial or otherwise,  of the Borrower or any  Collateral  with the Borrower's
accountants and other representatives.

         (c) The  Borrower  at all  times  shall  do,  or cause to be done,  all
things,  or proceed  with due  diligence  with any actions or courses of action,
that may be necessary: (i) to maintain its due organization, valid existence and
good standing under the laws of its state of organization;  and (ii) to preserve
and keep in full force and effect all foreign and other qualifications, licenses
and registrations in those  jurisdictions in which the failure to do so would be
reasonably likely to have a Material Adverse Effect. The Borrower:  (A) shall at
all times maintain its full and  unrestricted  right,  power and authority,  and
shall not, and shall not cause, suffer or permit anyone else to, take or fail to
take any action (with respect to itself or otherwise), or offer, commit or enter
into to any agreement or arrangement, that would, or could, in any way restrict,
limit, make subject to third-party approval or otherwise impair its right, power
or  authority,  (x) to carry on its business as now  conducted,  (y) to execute,
deliver or be a party under this Note or any other Loan  Instrument  to which it
is or becomes a party or any supplement,  modification  or amendment  thereto or
restatement  or  replacement  thereof  from time to time in the manner  provided
therein,  or (z) to perform any of its obligations  under this Note or any other
Loan Instrument;  and (B) shall not, and shall not cause,  suffer or permit, any
supplement,  modification or amendment to any of Organizational Documents of the
Borrower,  or of any direct or indirect  general  partner,  manager,  trustee or
similar  principal  of the Borrower  that is a  corporation,  limited  liability
company or similar entity,  as applicable,  that would further limit,  restrict,
impair  or make  subject  to  approval  any  such  power or  authority  or would
otherwise  be  adverse  to  any  such  execution,  delivery,   participation  or
performance.  The Borrower shall at all times: (1) do business exclusively under
its own name(s) and employer and taxpayer  identification  numbers,  hold itself
out to the public as a legal entity  separate and distinct from any other person
(and  not as a  department  or  division  of  someone  else),  and  correct  any
misunderstandings  known to it regarding the separate  identity of the Borrower;
(2) use its own separate stationery,  invoices and checks; (3) use its own logos
and trademarks and not share any common logo or trademark with any other person;
(4) observe all corporate or equivalent  formalities  for maintaining its status
as a valid separate entity; and (5) maintain its records, books of account, bank
accounts  and other assets and  properties  separate and apart from those of any
other person and not commingle any of them with those of any other person.

         Section  10.  Events of Default.  Each of the  following  events  shall
constitute  a default  under  this Note  (each an "Event of  Default"):  (a) any
representation  or  warranty  made in, or any  report,  statement,  certificate,
schedule or other document or  information  furnished in connection  with,  this
Note or any of the other  Loan  Instruments  shall  prove to have been  false or
misleading  in any  material  respect  when made or  furnished or deemed made or
furnished  (whether  prior  to, on or after the date  hereof);  (b) any  default
(whether in whole or in part) shall  occur and be  continuing  in the payment of
any  principal,  interest or other  amount (i) under this Note or any other Loan
Instrument, or (ii) under any other indebtedness, obligation or liability of the
Borrower,  any Surety or any of their respective  principals or other affiliates
owed to the Lender or any of its  affiliates;  (c) any


<PAGE>

other default in the due  observance or  performance of any term or provision of
this Note and the other Loan  Instruments  shall  occur  (whether in whole or in
part),  which default is not described in any other  subsection of this Section;
(d) any default  (whether in whole or in part) shall occur and be continuing (i)
in the payment of any  principal,  interest or other amount owed under any other
indebtedness,  obligation  or  liability  (other  than the  Obligations)  now or
hereafter  owed (whether  individually,  jointly,  severally or  otherwise,  and
whether on or after the date hereof) by the Borrower, any Surety or any of their
respective  principals  or other  affiliates,  or (ii) in the due  observance or
performance  of any term or provision of any  instrument,  agreement or document
(other  than  a  Loan  Instrument)  evidencing  or  respecting  any  such  other
indebtedness,  liability or obligation,  including (without  limitation) any and
all any  indebtedness or other  obligation  (other than the Obligations) for any
(A) money  borrowed,  debt issue,  deferred  purchase  price,  letter of credit,
acceptance,  or commitment or line of credit, (B) cap, swap,  exchange,  forward
contract  or other  option  or  hedge,  whether  interest,  currency,  equity or
otherwise,  (C) capital lease, (D) affiliate  advance,  (E) preferred stock with
mandatory  payments or redemptions,  (F) unfunded  pension  obligations,  or (G)
other credit,  or under any Credit Support from the referenced person respecting
any such  indebtedness or any other obligation of any other person, in each case
however  evidenced and whether owed to the Lender,  any of its affiliates or any
other  person,  and in each case  which  default is not  described  in any other
subsection  of  this  Section,  and  such  default  shall  continue  beyond  any
applicable grace and cure periods  thereunder;  (e) the Borrower,  any Surety or
any of their  respective  principals or other  affiliates shall (i) fails to, be
unable to or otherwise does not generally pay its debts as they become due, (ii)
conceal,  remove or transfer  any of its assets and  properties  in violation or
evasion of any  bankruptcy,  fraudulent  conveyance or similar  applicable  law,
(iii) make an  assignment  for the benefit of its  creditors,  (iv)  petition or
apply for or  consent  to the  appointment  of a  receiver,  trustee,  assignee,
custodian, sequestrator, liquidator or similar official for itself or any of its
assets and  properties,  (v)  commence a  voluntary  case for relief as a debtor
under the United States  Bankruptcy  Code, (vi) file with or otherwise submit to
any  governmental  authority any petition,  answer or other document seeking (A)
reorganization,  (B) an  arrangement  with creditors or (C) to take advantage of
any   other   present   or  future   applicable   law   respecting   bankruptcy,
reorganization,   insolvency,   readjustment   of  debts,   relief  of  debtors,
dissolution or liquidation,  (vii) file or otherwise  submit any answer or other
document admitting or failing to contest the material  allegations of a petition
or other  document  filed or otherwise  submitted  against it in any  proceeding
under any such applicable law, (viii) be adjudicated a bankrupt or insolvent, or
(ix) take any action for the purpose of effectuating, approving or consenting to
any of the other actions or events described in this  subsection;  (f) any case,
proceeding or other action shall be commenced  against the Borrower,  any Surety
or any of their  respective  principals or other  affiliates  for the purpose of
effecting,  or an order,  judgment  or decree  shall be  entered by any court of
competent  jurisdiction  approving  (whether  in  whole  or in  part),  anything
specified in subsection (e) of this Section, or any receiver, trustee, assignee,
custodian,  sequestrator,  liquidator or other  official shall be appointed with
respect to the  Borrower,  any Surety or any of their  respective  principals or
other  affiliates or all or a substantial  part of the assets and  properties of
the  Borrower,  any  Surety  or any of  their  respective  principals  or  other
affiliates ; (g) one or more final  judgments  for the payment of money shall be
rendered against the Borrower,  any Surety or any of their respective principals
or other  affiliates and the same shall remain  undischarged  for a period of 30
days  during  which  levy and  execution  shall  not be  effectively  stayed  or
contested in good faith; (h) any seizure,  levy,  attachment,  distraint,  loss,
destruction,    termination,   foreclosure   or   other   material   impairment,
deterioration  or  diminution  (whether  in whole or in part)  shall  occur with
respect  to all or any part of any  Collateral  or  other  material  assets  and
properties of the Borrower,  any Surety or any of their respective principals or
other  affiliates  (other  than fully  insured  casualty  losses);  (i) any Loan
Instrument  or  any  security  interest  granted  thereunder  (or  the  intended
perfection or priority thereof) for any reason shall (in whole or in part) cease
to be in full force or effect or shall be contested, challenged or repudiated by
or on behalf of the Borrower or any Surety; (j) the Borrower,  any Surety or any
of their  respective  principals  or other  affiliates  shall be or  become  the
subject of or a party to any criminal  indictment  or  conviction  (other than a
misdemeanor);  (k) the failure in business or termination of current  employment
of the  Borrower,  any  Surety or any of their  respective  principals  or other
affiliates,  any merger,  consolidation,  reorganization,  liquidation,  sale of
substantially  all of its  assets,  or change in  ownership  or  control  of the
Borrower or any Surety, or the death or permanent  disability of the Borrower or
any  Surety or any of their  respective  principals;  or (l) any event or events
shall occur that (individually or in the aggregate with any other event(s)) have
had or could have a Material  Adverse  Effect or  Surety's  Adverse  Effect,  as
determined  by the Lender in the exercise of its  reasonable  judgment,  and the
Lender shall have given the Borrower notice of such determination.

         Section 11. Enforcement. During the continuance of any Default or Event
of Default  under this Note or any other Loan  Instrument,  the Lender  shall be
entitled in its sole and absolute  discretion  at any time:  (i) to declare this
Note, and any and all principal,  interest and other amounts due under this Note
and/or any other Loan Instrument, to be immediately due and payable upon written
notice to the Borrower,  all without presentment,  protest,  demand or notice of
any kind, all of which are hereby absolutely,  unconditionally,  irrevocably and
expressly  waived  forever by the  Borrower;  and (ii) to exercise or  otherwise
enforce (from time to time) any one or more of the rights,  powers,  privileges,
remedies and interests of the Lender under this Note, any other Loan  Instrument
or applicable law; provided, however, that in the event of the occurrence of any
of the


<PAGE>

events  respecting  the  Borrower  set  forth  in  subsection  (e) or (f) of the
definition  of  Event  of  Default,  the  Loans  and all of the  other  monetary
Obligations  shall be  accelerated  and  immediately  due and  payable as stated
above.  The Lender may (without  limitation),  at any time and from time (in the
Lender's sole and absolute discretion), exercise or otherwise enforce any right,
power,  privilege,  remedy or interest of the Lender under this Note,  any other
Loan Instrument or applicable law: (a) at law, in equity, in rem or in any other
forum  available  under  applicable  law; (b) without notice except as otherwise
expressly  provided in this Note;  (c) without any demand for payment  except as
otherwise  expressly provided in this Note; (d) without pursuing,  exhausting or
otherwise exercising or enforcing any other right, power,  privilege,  remedy or
interest  that the Lender may have  against or in respect of the  Borrower,  any
Surety  or any  other  person or  thing;  and (e)  without  regard to any act or
omission of the Lender or any other person. The Lender may institute one or more
proceedings  (which may be separate  proceedings)  with respect to this Note and
each of the other Loan Instruments in such order and at such times as the Lender
may elect in its sole and  absolute  discretion.  This  Note or any  other  Loan
Instrument  may  be  enforced  without  the  presence  or  participation  of any
co-obligor  (joint or several) or Surety,  whether through lack of jurisdiction,
venue or  service  or  otherwise;  and the  Borrower  shall not  raise,  and the
Borrower hereby  absolutely,  unconditionally,  irrevocably and expressly waives
forever,  any objection or defense  respecting the need for any such presence or
participation.

         Section  12.  Reinstatement.  In  the  event  any  payment  of  or  any
application of any amount,  asset or property to any of the Obligations,  or any
part thereof, at any time is rescinded or must otherwise be restored or returned
by the Lender upon the insolvency, bankruptcy or reorganization of the Borrower,
any Surety or any other person, whether by order of any court, by any settlement
approved by any court, or otherwise,  then the terms and provisions of this Note
shall  continue to apply,  or shall be reinstated if not then in effect,  as the
case may be, with respect to the Obligations so rescinded, restored or returned,
all as though such payment or application had never been made.

         Section 13.  Waivers of Notice,  Etc. The Borrower  hereby  absolutely,
unconditionally,  irrevocably  and expressly  waives forever each and all of the
following: (a) acceptance and notice of any acceptance of this Note or any other
Loan  Instrument;  (b) notice of any action taken or omitted in reliance hereon;
(c) presentment and notice of any presentment; (d) demand for payment and notice
of any such demand;  (e) dishonor  and notice of any  dishonor;  (f) protest and
notice  of any  protest;  (g)  notice  of any  nonpayment  or other  event  that
constitutes, or with the giving of notice or the passage of time (or both) would
constitute, any nonpayment, nonperformance, misrepresentation or other breach or
default under this Note or any other Loan Instrument; (h) notice of any material
and adverse  effect,  whether  individually  or in the  aggregate,  upon (i) the
assets,  business,  cash  flow,  expenses,  income,   liabilities,   operations,
properties,  prospects,  reputation or condition (financial or otherwise) of the
Borrower, any Surety or any other person, (ii) the ability of any of them to pay
or otherwise satisfy (as and when due) any of their respective obligations under
any of the Loan Instruments, or (iii) any collateral securing the obligations of
any  of  them  under  the  Loan  Instruments  or  its  value  or  the  validity,
enforceability,  perfection  or priority of any security  interest of the Lender
therein;  and (i) any other proof,  notice or demand of any kind whatsoever with
respect to any or all of the  Obligations or Surety's  Obligations or promptness
in making any claim or demand under this Note or any other Loan  Instrument.  No
act or omission of any kind in connection with any of the foregoing shall in any
way  impair or  otherwise  affect  the  legality,  validity,  binding  effect or
enforceability  of any  term  or  provision  of  this  Note  or any  other  Loan
Instrument or any of the Obligations or Surety's Obligations.

         Section 14. Consent to Jurisdiction,  Etc. The Borrower hereby consents
and agrees that the Supreme Court of the State of New York for the County of New
York and the United States District Court for the Southern  District of New York
each shall have  personal  jurisdiction  and  proper  venue with  respect to any
dispute between the Lender and the Borrower under or related to this Note or any
other Loan Instrument; provided that the foregoing consent shall not deprive the
Lender of the right in its sole and absolute discretion to voluntarily  commence
or  participate  in any action,  suit or  proceeding  in any other court  having
jurisdiction and venue over the Borrower. The preceding consents to jurisdiction
and venue have been made by the  Borrower and accepted by the Lender in reliance
(at least in part) on Section 5-1402 of the General Obligations Law of the State
of New York, as amended (as and to the extent applicable),  and other applicable
law.  The  Borrower  will not  raise,  and hereby  absolutely,  unconditionally,
irrevocably and expressly  waives forever,  any objection or defense in any such
dispute to any such  jurisdiction as an inconvenient  forum. The Borrower hereby
absolutely,  unconditionally,  irrevocably and expressly waives forever personal
service  of any  summons,  complaint  or other  notice  or  process  in any such
dispute,  which  each may be sent by mail,  courier  or any of the  other  means
permitted  for  notices  under  this Note or any other  Loan  Instrument  to the
Borrower at the address specified herein.  The Borrower  acknowledges and agrees
that a final judgment in any such action, suit or proceeding shall be conclusive
and binding upon the Borrower and may be enforced against the Borrower or any of
its assets or properties in any other appropriate  jurisdiction  selected by the
Lender (in its sole and absolute discretion) by an action, suit or proceeding in
such other  jurisdiction.  To the extent  that the  Borrower  may be entitled to
immunity  (whether  by  reason of  sovereignty  or  otherwise)  from suit in any
jurisdiction,  from  the  jurisdiction  of any  court or


<PAGE>

from any other legal process,  the Borrower hereby absolutely,  unconditionally,
irrevocably and expressly waives forever such immunity.

         Section 15.  Waiver of Set Off,  Etc. The Borrower  hereby  absolutely,
unconditionally,  irrevocably and expressly waives forever,  and agrees that the
Borrower  will  not  exercise  or  otherwise  enforce,  any  and all  rights  of
extension,  stay, moratorium,  setoff,  counterclaim,  recoupment,  abatement or
reduction or other claim or determination  respecting any payment due under this
Note or any other Loan  Instrument  that may now or hereafter be accorded to the
Borrower  under  applicable  law or  otherwise.  To the extent not required as a
compulsory  counterclaim,  the Borrower (a) shall pursue  separate  exercise and
enforcement of any right, power, privilege, remedy or interest retained (and not
waived)  by the  Borrower  under  this  Note,  the  other  Loan  Instruments  or
applicable law, and (b) shall not seek to exercise or otherwise enforce any such
right, power, privilege,  remedy or interest in any proceeding instituted by the
Lender  under or in respect of this Note or any other Loan  Instrument,  whether
through  joinder,  consolidation,   setoff,  recoupment,  abatement,  reduction,
counterclaim, defense or otherwise. In any dispute with the Lender, the Borrower
covenants and agrees that the Borrower will not seek, recover or retain any, and
the Borrower  hereby  absolutely,  unconditionally,  irrevocably  and  expressly
waives forever any and all, special,  exemplary,  punitive and/or  consequential
damages (whether through action, suit,  counterclaim or otherwise) to the extent
waiver is not limited under applicable law.

         Section 16.  Relationship  of the  Borrower  and the Lender,  Etc.  The
Borrower represents,  warrants and acknowledges to and covenants and agrees with
the Lender  that:  (a) the  Lender is acting  solely in the  capacity  of lender
respecting this Note, the other Loan  Instruments  and the  Collateral;  (b) the
sole  relationship  of the  Borrower  with  the  Lender  is that of  debtor  and
creditor, respectively , and no term or provision of this Note or any other Loan
Instrument is intended to create, nor shall any such term or provision be deemed
or construed to have created, any joint venture,  partnership,  trust, agency or
other fiduciary or advisory relationship with the Borrower, any Surety or any of
their respective affiliates; (c) the Borrower has received and independently and
fully  reviewed  and  evaluated  the Note and the other  Loan  Instruments,  the
obligations  and  transactions  contemplated  hereunder and  thereunder  and the
potential effects of such obligations and transactions on the assets,  business,
cash flow, expenses, income,  liabilities,  operations,  properties,  prospects,
reputation,  taxation and  condition  (financial  or  otherwise)  of each of the
Borrower, the Sureties and their respective affiliates, if any (each a "Business
Attribute"),  which  review  and  evaluation  was made (i)  together  with legal
counsel and (to the extent deemed  prudent by the Borrower)  financial and other
advisors to the Borrower, (d) the Borrower has not received, the Borrower is not
relying upon, and none of the Sureties has received or is relying upon, any oral
or written advice,  analysis,  representation or warranty,  counsel,  promise or
assurance of any kind whatsoever  from the Lender,  any of its affiliates or any
of their respective officers,  attorneys or other representatives  (whether with
respect to any Business Attribute or otherwise), including (without limitation),
any tax, accounting or legal advice or counsel;  (e) the Borrower is not relying
upon, and none of the Sureties is relying upon, any expertise,  business acumen,
industry  knowledge or other guidance of any kind whatsoever of the Lender,  any
of its  affiliates  or any of  their  respective  officers,  attorneys  or other
representatives  (whether with respect to any Business  Attribute or otherwise),
including  (without   limitation)  any  aspect  of  the  ownership,   operation,
development,  financing or taxation of any thereof; (f) no counsel to the Lender
has in any way  provided  any tax or other legal  counsel,  analysis,  advice or
assurance to, or has in any way otherwise represented,  the Borrower, any Surety
or any of their  respective  affiliates  or other  representatives,  whether  in
connection with any Loan Instrument or otherwise (and each such counsel may rely
on this clause (f) as if  directly  addressed  to them and is an intended  third
party  beneficiary  hereof);  (g) the  Lender,  its  affiliates  and  its  other
representatives  may be  providing  debt  financing,  equity  capital  or  other
services  (including  financial advisory services) to other companies or persons
in  respect  of which  the  Borrower,  any  Surety  or any of  their  respective
affiliates may have conflicting  interests regarding the transactions  described
herein and  otherwise,  and that neither the Lender nor any of its affiliates or
representatives  has any obligation to use in connection  with the  transactions
contemplated by any Loan  Instrument,  or to advise the Borrower,  any Surety or
any  of  their  respective  affiliates  of,  or  furnish  to any  of  them,  any
confidential  or  other  information  obtained  by the  Lender  or any of  their
affiliates  or  representatives  from or with  respect  to  other  transactions,
companies  or  persons;  and (h) by  accepting  or  approving  any  certificate,
statement,  report or other document or information  required to be given to the
Lender (whether as a required notice or report,  for approval or otherwise),  or
any alleged  performance  of  anything  required to be  observed,  performed  or
fulfilled  by the  Borrower,  or any Surety,  pursuant to this Note or any other
Loan Instrument,  neither the Lender nor any of its representatives  shall have,
or shall be deemed or construed to have, made any  representation or warranty to
or agreement with the Borrower,  or any Surety with respect  thereto or affirmed
the sufficiency, the legality, enforceability, effectiveness or financial impact
or other effect thereof.

         Section  17.  Reliance on  Representations,  Etc.  The Lender  shall be
entitled to rely, and in entering into this Note and the other Loan  Instruments
and  making  any  Advances  or  other  Loans  in  fact  has  relied,   upon  the
representations,  warranties and other information respecting the Borrower, each
Surety  and  each  other  persons  contained  in this  Note and the  other  Loan
Instruments notwithstanding (A) any credit information that at any time may have
been or from time to time  hereafter may be sought,  obtained or reviewed by the
Lender


<PAGE>

or (B) any other investigation, analysis or evaluation that at any time may have
been  made or  from  time to time  hereafter  may be made by the  Lender  or its
designees  of all or any part of the  assets,  business,  cash  flow,  expenses,
income, liabilities,  operations, properties, prospects, reputation or condition
(financial or otherwise) of the Borrower,  any Surety,  any of their  respective
principals or other affiliates (if any), or any other person.

         Section 18.  Lender's Right of Setoff,  Etc. The Lender in its sole and
absolute  discretion  is  hereby  authorized  at any time and from  time to time
during the  continuance  of any  nonpayment or other Default or Event of Default
under  this  Note  or  any  other  Loan  Instrument,  or any  other  nonpayment,
misrepresentation,  nonperformance or other breach or default in or with respect
to any of the Obligations, in each case without notice to the Borrower (any such
notice being  hereby  absolutely,  unconditionally,  irrevocably  and  expressly
waived  forever by the  Borrower),  to set off  (directly  or through any of the
affiliates,  custodians,  participants and designees of the Lender) and apply to
or against any and all of the  Obligations  (whether now or  hereafter  created,
acquired or existing) any and all (a) deposits (whether general or special, time
or demand,  provisional  or final,  or individual or joint) and other assets and
properties at any time held in the possession,  custody or control of the Lender
and any of its affiliates,  custodians,  participants and designees  (including,
without  limitation,  any items  held in any  investment  management  or custody
account),  and (b)  indebtedness or other amount or obligation at any time owing
by the Lender or any of its  affiliates or  participants,  to or for the credit,
account or benefit of the Borrower, in each case whether or not the Lender shall
have made any demand for the payment and/or  performance of any such obligations
(in  whole or in part)  from the  Borrower,  any  Surety  or any  other  person,
declared any default under this Note or any other Loan  Instrument,  accelerated
any  of  the  Obligations  or  other  non-demand   obligations  under  any  Loan
Instrument,  or made any other demand or taken any other  action,  whether under
this  Note,  any other Loan  Instrument  or  otherwise,  and  although  any such
obligations  may be  contingent  or  unmatured  (in whole or in  part).  Without
limiting the  foregoing,  the Borrower  hereby grants to the Lender a continuing
security interest in and to all such possessory deposits,  assets and properties
of and all such indebtedness and other obligations owed to the Borrower; and the
Borrower hereby authorizes each such holder to so set off and apply such amounts
at such  times and in such  manner as the Lender  may  direct  pursuant  to this
Section, in each case to the fullest extent possible as if the person making the
setoff  were a  direct  creditor  of the  Borrower  in the  full  amount  of the
Obligations.  The Lender shall  endeavor to notify the  Borrower  after any such
setoff and application;  provided, however, that the failure to give such notice
shall not affect the  validity of such setoff and  application.  In debiting any
such account,  the Obligations  shall be deemed to have been paid or repaid only
to the extent of the funds  actually  available in that account  notwithstanding
any  internal  procedure  of the  Lender or any of its  affiliates,  custodians,
participants and designees to the contrary.  The rights of the Lender under this
Section are in addition to and without  limitation of any other rights,  powers,
privileges,  remedies and other interests (including,  without limitation, other
rights of set off and  security  interests)  that the Lender may have under this
Note, any other Loan  Instrument,  any other  document or  transaction  with the
Borrower, or applicable law.

         Section  19.  Exculpation  and  Indemnification.  The  Lender  and  its
participants,   affiliates,  custodians  and  designees,  and  their  respective
shareholders,  partners,  members,  directors,  officers,  managers,  employees,
attorneys and agents (together with the Lender, each an "Indemnitee"), shall not
incur  any  liability  for any  acts  or  omissions  (and  the  Borrower  hereby
absolutely,  unconditionally,  irrevocably  and  expressly  waives and  releases
forever any and all related  claims and actions  against each  Indemnitee),  and
each  Indemnitee  shall be  indemnified,  reimbursed  and held  harmless  by the
Borrower on demand by the Lender),  and (at the request of the Lender)  defended
at the expense of the  Borrower  with counsel  selected by the Lender,  from and
against any and all claims, liabilities, losses and expenses (including, without
limitation, the disbursements,  expenses and fees of their respective attorneys)
that may be imposed upon,  incurred by, or asserted  against any Indemnitee,  in
each case arising out of or related  directly or  indirectly  to this Note,  any
other  Loan  Instrument,  any  of  the  Collateral,  any  of  the  Loans  or the
application of any proceeds thereof,  or any environmental  claim, except to the
extent  occasioned by the  Indemnitee's  own acts or omissions  breaching a duty
owed to the Borrower and amounting to gross negligence or willful  misconduct as
finally determined pursuant to applicable law by a governmental authority having
jurisdiction. The preceding exception for gross negligence or willful misconduct
is not intended  (and shall not be deemed or  construed)  to in any way qualify,
condition,  diminish, restrict, limit or otherwise affect any other exculpation,
indemnification,  release,  waiver,  consent,  acknowledgment,  authorization or
other term or provision of this Note or any other Loan Instrument.

         Section  20.  Notices.  Except as  otherwise  expressly  provided,  any
notice, request, demand or other communication permitted or required to be given
under this Note or any other Loan Instrument shall be in writing,  shall be sent
by one of the following means to the addressee at the address set forth above or
below (or at such other  address as shall be  designated  hereunder by notice to
the other parties and persons receiving  copies,  effective upon actual receipt)
and shall be deemed  conclusively to have been given:  (a) on the first Business
Day following the day timely deposited with Federal Express (or other equivalent
national or international overnight courier) or United States Express Mail, with
the cost of delivery prepaid or for the account of the sender;  (b) on the fifth
Business  Day  following  the day duly sent by certified  or  registered  United
States mail, postage prepaid


<PAGE>

and return receipt  requested;  or (c) when otherwise  actually  received by the
addressee on a Business Day (or on the next  Business Day if received  after the
close of normal business hours or on any non-Business  Day),  including (without
limitation) any telecopy. Refusal to accept delivery of any item shall be deemed
to be receipt of such item by the refusing  party.  Notices also may be given by
telephone to the extent and for the purposes  provided in this Note or any other
Loan Instrument. The Borrower acknowledges and agrees that the Lender may record
any and all telephone  calls with the Borrower and its  representatives  without
any further or specific notice of any such recording.

         Section 21.  Expenses,  Etc.  The  Borrower  shall pay or  reimburse on
demand any and all costs and expenses  incurred by the Lender,  whether directly
or indirectly, in connection with (a) the preparation, execution and delivery of
the  Lender's  term sheet or  commitment  letter,  (b) any  syndication  of this
facility, (c) the preparation,  execution and closing of this Note and the other
Loan  Instruments,  and  all  waivers,  releases,   discharges,   satisfactions,
modifications  and  amendments  thereof and  approvals and consents with respect
thereto,  (d) all payments made and actions  taken  thereunder in the name or on
behalf of the  Borrower  under this Note or any other Loan  Instrument,  (e) all
periodic  audits  and  other  evaluations  and  the  ongoing  monitoring  of the
Collateral (including, without limitation, the per diem fees and expenses of the
Lender and its designees in performing such audits and other  evaluations),  (f)
all searches (whether respecting  financing  statements,  unpaid taxes and other
security   interests,   liens  and   encumbrances   or  otherwise)   and  credit
verifications, (g) all surveys and appraisals, title examinations and insurance,
and surety bond premiums,  (h) all mortgage  recording,  documentary,  transfer,
intangible,  note or other similar taxes and revenue stamps, and all filings and
recordings,   and  (i)  the   administration,   maintenance,   enforcement   and
adjudication  of this Note, any other Loan  Instrument  and the rights,  powers,
privileges,  remedies  and other  interests of the Lender  thereunder  and under
applicable law, in each case including  (without  limitation) the disbursements,
expenses and fees of counsel to the Lender (including,  without limitation,  the
allocated  costs of in-house  counsel),  currently  Jenkens &  Gilchrist  Parker
Chapin LLP,  and the  disbursements,  expenses  and fees of any local or special
counsel retained by the Lender or its counsel.

         Section 22. Agreement Absolute, Survival of Representations,  Etc. Each
of the payment  obligations,  representations  and warranties (as of the date(s)
made or deemed made), covenants, waivers and other agreements and obligations of
the Borrower contained in this Note and the other Loan Instruments:  (a) are and
shall be absolute,  irrevocable and unconditional,  irrespective of (among other
things) the validity,  legality,  binding effect or enforceability of any of the
other  terms and  provisions  of this Note or any other Loan  Instrument  or any
other act,  circumstance  or other event  described in this  Section;  (b) shall
survive  and remain and  continue  in full force and effect in  accordance  with
their  respective  terms and provisions  following and without regard to (i) the
execution  and  delivery  of this  Note or any  other  Loan  Instrument  and the
performance or non-performance of any Obligations or Surety's  Obligations under
any Loan Instrument,  (ii) any advance, accrual, payment, repayment or readvance
of  any  amount  under  any  Loan  Instrument,   or  the  inception,   creation,
acquisition,  increase, decrease, satisfaction or existence from time to time of
any Obligations or Surety's Obligations under any Loan Instrument,  in each case
irrespective of the fact that from time to time the  outstanding  balance of the
Loans  and  other  monetary   Obligations   may  be  zero,   (iii)  any  waiver,
modification,   extension,  renewal,  consolidation,   spreading,  amendment  or
restatement  of or other change in any term or provision of (A) this Note or any
other Loan  Instrument or (B) any one or more of the Loans or other  Obligations
or any Surety's  Obligations,  including  (without  limitation) any extension or
other change in the time, manner,  place or other term of payment or performance
of any of the  foregoing,  in each case  except as and to the  extent  expressly
modified by the terms and  provisions  of any such  extension,  change,  waiver,
modification, renewal, consolidation,  spreading, amendment or restatement, (iv)
any full,  partial or  non-exercise  of any of the rights,  powers,  privileges,
remedies and  interests of the Lender under any Loan  Instrument  or  applicable
law, against the Borrower, any Surety or any other person or with respect to any
of the  Obligations,  any Surety's  Obligations,  any other  obligations  or any
collateral or security  interest  therein,  which exercise or enforcement may be
delayed, discontinued or otherwise not pursued or exhausted for any or no reason
whatsoever,  or which may be  waived,  omitted or  otherwise  not  exercised  or
enforced (whether intentionally or otherwise), (v) any surrender,  repossession,
sequestration,  foreclosure,  conveyance  or  assignment  (by  deed  in  lieu or
otherwise),   sale,  lease  or  other  realization,   dealing,   liquidation  or
disposition  respecting any collateral or setoff respecting any account or other
asset in accordance with any Loan Instrument or applicable law (except as and to
the extent the Obligations have been  permanently  reduced by the application of
the net  proceeds  thereof),  (vi) the  perfected  or  non-perfected  status  or
priority of any  mortgage  or other  security  interest in any such  collateral,
which  may be held  without  recordation,  filing or other  perfection  (whether
intentionally  or  otherwise),  (vii)  any  release,   settlement,   adjustment,
subordination or impairment of all or any part of the Obligations,  any Surety's
Obligations,  any other  obligations or any collateral or any security  interest
therein under or with respect to any Loan Instrument or applicable law,  whether
intentionally or otherwise  (except as and to the extent  expressly  modified by
the terms and provisions of any such release, settlement or adjustment),  (viii)
any  extension,  stay,  moratorium  or statute of  limitations  or similar  time
constraint  under  any  applicable  law,  (ix) any  investigation,  analysis  or
evaluation  by the Lender or its designees of the assets,  business,  cash flow,
expenses, income, liabilities,  operations, properties,


<PAGE>

prospects, reputation or condition (financial or otherwise) of the Borrower, any
Surety,  or any other person,  (x) any  application  to any  obligations  of the
Borrower or any Surety other than any Obligations or Surety's Obligations of (A)
any payments from such person not specifically designated for application to the
Obligations or Surety's  Obligations or (B) any proceeds of collateral from such
person other than from the Collateral,  (xi) any sale,  conveyance,  assignment,
participation or other transfer by the Lender (in whole or in part) to any other
person of any one or more of this Note or any of the Loan Instruments or any one
or more of the rights, powers,  privileges,  remedies or interests of the Lender
herein or therein, or (xii) any act or omission on the part of the Lender or any
other  person or any other  act,  event or  circumstance  that  otherwise  might
constitute  a  legal  or  equitable  defense,  counterclaim  or  discharge  of a
borrower, co-obligor,  indemnitor, guarantor, pledgor or surety; in each case in
such  manner  and  order,  upon such terms and  provisions  and  subject to such
conditions  as the  Lender  may  deem  necessary  or  desirable  in its sole and
absolute discretion,  without notice to or further assent from the Borrower, any
Surety,  or any  other  person  (except  for such  notices  as may be  expressly
required to be given to such party under the applicable  Loan  Instrument),  and
without  affecting  any of the rights,  powers,  privileges,  remedies and other
interests  of the  Lender  under  this  Note,  the other  Loan  Instruments  and
applicable law; (c) shall not be subject to any defense,  counterclaim,  setoff,
right of recoupment,  abatement,  reduction or other claim or determination that
the Borrower,  any Surety, or any other person may have against the Lender,  any
Surety or any other  person;  (d) shall not be  diminished  or  qualified by the
death,  disability,   dissolution,   reorganization,   insolvency,   bankruptcy,
custodianship or receivership of the Borrower,  any Surety, or any other person,
or the  inability  of any of them to pay their  respective  debts or  perform or
otherwise satisfy their respective obligations as they become due for any reason
whatsoever;  and (e) shall remain and continue in full force and effect  without
regard to any of the foregoing acts,  events or  circumstances  (i) until all of
the  Obligations  have been fully paid and  satisfied and (ii)  thereafter  with
respect to any and all acts,  events or  circumstances  occurring  prior to such
payment and satisfaction and any and all resulting claims,  liabilities,  losses
and expenses  (including,  without  limitation,  the  attorneys'  disbursements,
expenses and fees), whenever incurred or asserted.

         Section 23.  Severability.  In the event that any term or  provision of
this  Note or any  other  Loan  Instrument  shall be  finally  determined  to be
superseded,  invalid,  illegal or otherwise unenforceable pursuant to applicable
law  by  a  governmental   authority  having   jurisdiction   and  venue,   that
determination  shall not impair or otherwise  affect the  validity,  legality or
enforceability  (a) by or before that  governmental  authority of the  remaining
terms and provisions of this Note or any other Loan  Instrument,  which shall be
enforced as if the  unenforceable  term or provision were deleted,  or (b) by or
before any other  governmental  authority of any of the terms and  provisions of
this Note or any other Loan Instrument.

         Section 24. No Waiver by Action,  Cumulative Rights, Etc. Any waiver or
consent  respecting  this Note or any other Loan  Instrument  shall be effective
only if in  writing  and  signed by the  Lender  and then  only in the  specific
instance  and for the  specific  purpose for which  given.  No waiver or consent
shall be deemed  (regardless  of frequency  given) to be a further or continuing
waiver or  consent.  The failure or delay (in whole or in part) of the Lender to
require performance of, or to exercise or otherwise enforce any of the rights or
remedies of the Lender with  respect to, any term or  provision  of this Note or
any other  Loan  Instrument  shall in no way affect the right of the Lender at a
later time to  exercise or  otherwise  enforce  any such term or  provision.  No
notice to or demand on the Borrower or any Surety in any case shall entitle such
party to any other or further  notice or demand.  No acceptance by the Lender of
(A) any partial or late payment shall  constitute  (or be deemed or construed to
be) a  satisfaction  or  waiver  of the full  amount  then due or the  resulting
Default or Event of Default,  or (B) any payment  during the  continuance of any
Default or Event of Default shall constitute (or be deemed or construed to be) a
waiver or cure  thereof;  and in each case the  Lender  may accept or reject any
such payment without  affecting any  Obligations or any Surety's  Obligations or
any of the rights,  powers,  privileges,  remedies  and other  interests  of the
Lender  under this Note,  the other Loan  Instruments  and  applicable  law. All
representations,  warranties,  covenants,  agreements  and  obligaitons  of  the
Borrower in this Note and all rights,  powers,  privileges,  remedies  and other
interests  of the  Lender  under  this  Note,  the  other  Loan  Instruments  or
applicable law are cumulative and not alternatives.

         Section  25.   Successors   and   Assigns,   Assignment   and  Intended
Beneficiaries.  Whenever in this Note or any other Loan Instrument  reference is
made to any party,  such  reference  shall be deemed to include the  successors,
assigns,  heirs and legal  representatives  of such party, and, without limiting
the generality of the foregoing, all representations,  warranties, covenants and
other  agreements made by or on behalf of the Borrower in this Note or any other
Loan  Instrument  shall  inure to the  benefit  of the  participants  and  other
successors  and assigns of the Lender;  provided,  however,  that nothing herein
shall be deemed  to  authorize  or  permit  the  Borrower  to assign  any of the
Borrower's rights or obligations under this Note or any other Loan Instrument to
any other person (whether or not an affiliate of the Borrower), and the Borrower
covenants and agrees that the Borrower shall not make any such  assignment.  The
Lender  from  time to time may  assign  to one or more  financial  institutions,
institutional investors or other persons all or any portion(s) of the rights and
interests  and/or  obligations  of the Lender  under this Note or any other Loan
Instrument, including (without limitation) the


<PAGE>

assignment to any Federal  Reserve Lender (as collateral or otherwise) of all or
any  portion(s)  of the rights of the Lender to  payments  of  principal  and/or
interest under this Note or any other Loan Instrument,  and may take any and all
reasonable  actions  necessary  or  appropriate  in  connection  with  any  such
assignment,  all  without  notice to or  consent  of the  Borrower  or any other
person.  The  Lender  from time to time  also may sell to one or more  financial
institutions,  institutional investors or other persons a participation interest
in all or any undivided portion of the rights, powers, privileges,  remedies and
interests of the Lender under this Note or any other Loan Instrument. The Lender
from time to time may furnish and disclose financial  statements,  documents and
other  information  pertaining  to the  Borrower  to any  potential  assignee or
participant.  The representations,  warranties and other terms and provisions of
this Note and the other Loan  Instruments  are for the exclusive  benefit of the
parties hereto,  and, except as otherwise  expressly  provided herein,  no other
person,  including creditors of any party hereto,  shall have any right or claim
against any party by reason of any of those terms and  provisions or be entitled
to enforce any of those terms and provisions against any party.

         Section 26. Governing Law, Amendments, Etc. This Note has been made (or
shall be deemed to have been made) and has been  delivered  and  accepted by the
Lender in the City,  County and State of New York.  This Note and the other Loan
Instruments shall be governed by and construed in accordance with the applicable
laws pertaining in the State of New York (other than those conflict of law rules
that  would  defer  to the  substantive  laws  of  another  jurisdiction).  This
governing  law election has been made by the Borrower and accepted by the Lender
in reliance (at least in part) on Section 5-1401 of the General  Obligations Law
of the State of New York,  as  amended  (as and to the extent  applicable),  and
other  applicable  law.  This Note or any other  Loan  Instrument  may have been
executed  in  two or  more  counterpart  copies  of the  entire  document  or of
signature pages to the document,  each of which may have been executed by one or
more of the  parties  thereto,  but all of which,  when  taken  together,  shall
constitute a single agreement binding upon all of the parties hereto or thereto,
as the case may be. The section and other  headings  contained  in this Note and
the other Loan Instruments are for reference  purposes only and shall not affect
the meaning or  interpretation  of this Note or any other Loan  Instrument.  The
Borrower  hereby  authorizes  the  Lender to fill in any and all  blanks  and to
correct any and all  typographical  or clerical errors in this Note or any other
Loan Instrument at any time as determined by the Lender,  all without any notice
to or any further consent from the Borrower. Except as otherwise provided in the
preceding  sentence,  except as otherwise  expressly  provided in this Note with
respect hereto or any other Loan  Instrument  with respect thereto and except as
otherwise provided or permitted under applicable law with respect to any Uniform
Commercial  Code financing  statement,  modification,  continuation or the like,
each and  every  modification  and  amendment  of this  Note or any  other  Loan
Instrument  shall be in  writing  and  signed  by all of the  parties  hereto or
thereto,  as  applicable,  and each and  every  waiver  of,  or  consent  to any
departure  from,  any  representation,  warranty,  covenant  or  other  term  or
provision  of this Note or any other Loan  Instrument  shall be in  writing  and
signed by each affected party hereto or thereto, as applicable.

         Section 27. Waiver of Jury Trial; All Waivers Intentional, Etc.. In any
action, suit or proceeding in any jurisdiction brought by the Lender against the
Borrower,  or vice versa,  the Borrower  and the Lender each hereby  absolutely,
unconditionally,  irrevocably  and expressly  waives forever trial by jury. This
waiver  of  jury  trial  by  the  Borrower,  and  each  other  waiver,  release,
relinquishment  or similar  surrender of rights (however  expressed) made by the
Borrower in this Agreement or any other Loan Instrument to which the Borrower is
a party,  has  been  absolutely,  unconditionally,  irrevocably,  knowingly  and
intentionally made by the Borrower.

         Section  28.  Entire  Agreement.   The  Lender  has  not  (directly  or
indirectly)   offered,   made,  accepted  or  acknowledged  any  representation,
warranty,  promise,  assurance  or other  agreement  or  understanding  (whether
written, oral, express, implied or otherwise) to, with or for the benefit of the
Borrower,  any Surety or any of their  respective  affiliate or  representatives
respecting  any of the  matters  contained  in  this  Note  and the  other  Loan
Instruments except for those expressly set forth in this Note and the other Loan
Instruments.  This  Note and the  other  Loan  Instruments  contain  the  entire
agreement and understanding of the parties and supersede and completely  replace
all prior and other representations,  warranties, promises, assurances and other
agreements  and  understandings  (whether  written,  oral,  express,  implied or
otherwise) among the parties with respect to the matters  contained in this Note
and the other Loan Instruments.

<PAGE>

         IN WITNESS  WHEREOF,  the Borrower has executed and delivered this Note
as of the date first written above.


                               STIMULYS, INC.
                               (f/k/a SPAR Performance Group, Inc.)


                               By: /s/ Thomas F. Hunter
                                  ------------------------------------------
                                  Thomas F. Hunter , President
                                  The Borrower's Address For Notice And Service:
                                  2245 Keller Way, Carrollton, Texas 75006




<PAGE>




STATE OF
                                    :  SS.:
COUNTY OF

         On this _____ day of September,  2004, before me personally came THOMAS
HUNTER,  to me known,  who, being by me duly sworn,  did depose and say: that he
resides at 2601 Wake Forest Drive,  Plano, TX 75093; that he is the PRESIDENT of
STIMULYS,  INC.,  the  corporation  described  in and which  executed  the above
instrument;  and that he (or she)  signed his (or her) name  thereto by order of
the board of directors of said corporation.


                                                /s/ Thomas F. Hunter
                                        ----------------------------------------
                                                (Signature and office of
                                           individual taking acknowledgment.)