<PAGE>

                                                            EXHIBIT 10.1(b)

                          AFFIRMATION OF SECURITY DOCUMENTS

     The undersigned, who are the authorized signatories of RCC NETWORK, INC.,
RCC PAGING, INC., RCC WIRELESS COMPANY AND MRCC, INC. (each a "SUBSIDIARY" and,
collectively, the "SUBSIDIARIES"), do hereby certify that they are Subsidiaries
of Rural Cellular Corporation, a Minnesota corporation (the "Borrower").

     In connection with the execution and delivery of the Second Amendment to
Loan Agreement dated as of even date herewith (the "AMENDMENT") by and among the
Borrower, the Banks signatories thereto (collectively, and together with each
other financial institution which subsequently becomes a 'Bank' under the Loan
Agreement as such term is defined therein, the "Banks"), BankBoston, N.A. and
St. Paul Bank for Cooperatives, as co-agents (collectively, in such capacity,
the "CO-AGENTS"), and Toronto Dominion (Texas), Inc., as administrative agent
for the Banks (the "ADMINISTRATIVE AGENT"), the undersigned hereby further
certify and agree with the Administrative Agent, the Co-Agents and the Banks
that:

     1.   In connection with the Loan Agreement, the Subsidiaries of the
Borrower have executed and delivered to the Administrative Agent on behalf of
the Banks various Security Documents, including, without limitation, (a) that
certain Subsidiary Guaranty of RCC Network, Inc. dated as of May 1, 1997 (the
"RCC NETWORK GUARANTY"); (b) that certain Subsidiary Guaranty of RCC Paging,
Inc. dated as of May 1, 1997 (the "RCC PAGING GUARANTY"); (c) that certain
Subsidiary Guaranty of RCC Wireless Company dated as of May 1, 1997 (the "RCC
WIRELESS GUARANTY"); (d) that certain Subsidiary Guaranty of MRCC, Inc. dated as
of May 1, 1997 (the "MRCC GUARANTY," and collectively with the RCC Network
Guaranty, the RCC Paging Guaranty and the RCC Wireless Guaranty, the
"GUARANTIES"); (e) that certain Subsidiary Security Agreement of RCC Network,
Inc. dated as of May 1, 1997; (f) that certain Subsidiary Security Agreement of
RCC Paging, Inc. dated as of May 1, 1997; (g) that certain Subsidiary Security
Agreement of RCC Wireless Company dated as of May 1, 1997; and (h) that certain
Subsidiary Security Agreement of MRCC, Inc. dated as of May 1, 1997.  Items (a)
through (h) above are hereinafter referred to, collectively, as the "PRIOR
SECURITY DOCUMENTS."

     2.   The security interest in the Collateral granted to the Administrative
Agent for the benefit of itself and the Banks under the Prior Security Documents
is hereby confirmed and reaffirmed.

     3.   The Prior Security Documents, including the Guaranties, remain in full
force and effect as of the date hereof and are enforceable in accordance with
their respective terms.

     4.   Each Subsidiary hereby consents to and acknowledges the Amendment and
agrees that it shall remain bound by the Prior Security Documents to which it is
a party and further agrees that the "Obligations" guaranteed by the Guaranties
include, without limitation, the Obligations as modified by the Amendment

     5.   Capitalized terms used herein and not otherwise defined are used as
defined in the Loan Agreement.


                 [THE REMAINDER OF THIS PAGE INTENTIALLY LEFT BLANK]

<PAGE>

                              AMENDED AND RESTATED NOTE


$26,285,714.28                                                 DECEMBER 30, 1997



     FOR VALUE RECEIVED, the undersigned, RURAL CELLULAR CORPORATION, a
Minnesota corporation (the "BORROWER"), promises to pay to the order of THE
TORONTO-DOMINION BANK (hereinafter, together with its successors and.assigns,
called the "BANK"), in immediately available funds, at such place as is
designated in or pursuant to the Loan Agreement (as hereinafter defined), the
principal sum of TWENTYSIX MILLION TWO HUNDRED EIGHTY-FIVE THOUSAND SEVEN
HUNDRED FOURT'EEN AND 28/100s DOLLARS ($26,285,714.28) of United States funds,
or, if less so much thereof as may from time to time be advanced by the Bank to
the Borrower and is outstanding hereunder, plus interest as hereinafter
provided.  Such advances may be endorsed from time to time on the grid attached
hereto, but the failure to make such notations (or any error in such notation)
shall not affect the obligation of the Borrower to repay unpaid principal and
interest hereunder.

     Except as otherwise defined or limited herein, capitalized terms used
herein shall have the meanings ascribed to them in that certain Loan Agreement
(as modified, amended and supplemented from time to time, the "LOAN AGREEMENT")
dated as of May 1, 1997 herewith among the Borrower, the Bank, the other
financial institutions which are from time to time parties thereto and Toronto
Dominion (Texas), Inc., as administrative agent (the "ADMINISTRATIVE AGENT").

     The principal amount of this Note shall be paid in such amounts and at such
times as are set forth in Sections 2.5 and 2.7 of the Loan Agreement.  A final
payment of all principal amounts and other Obligations then outstanding
hereunder shall be due and payable in full on the Maturity Date.

     The Borrower shall be entitled to borrow, repay and reborrow hereunder
pursuant to the terms and conditions of the Loan Agreement.  Prepayment of the
principal amount hereof may be made only as provided in the Loan Agreement.  The
principal amount of each Advance shall be repaid on its Payment Date.

     The Borrower hereby promises to pay interest on the unpaid principal amount
of the Loans outstanding hereunder as provided in the Loan Agreement.  Interest
under this Note shall also be due and payable when this Note shall become due
(whether at maturity, by reason of acceleration or otherwise).  Overdue
principal and, to the extent permitted by Applicable Law, overdue interest shall
bear interest at the Default Rate as provided in the Loan Agreement.

     No provision of the Loan Agreement or this Note shall require the payment
or permit the collection of interest in excess of that permitted by Applicable
Law.  If any excess amount of interest in such respect is provided for, or shall
be adjudicated to be so provided for, in connection with the Loans outstanding
hereunder, the provisions of this paragraph shall govern and prevail, and
neither the Borrower nor any sureties, guarantors, successors or assigns of the
Borrower shall be obligated to pay the excess amount of such interest or any
other excess sum paid for the use, forbearance, or detention of sums loaned
pursuant hereto.  In the event the Borrower ever pays, or the Bank ever
receives, collects or applies as interest any such sum, such amount which would
be in excess of the maximum amount permitted by Applicable Law shall be applied
as a payment in the reduction of the principal, unless the Borrower shall notify
the Bank in writing that it elects to have such excess returned forthwith; and,
if the principal has been paid in full, any remaining excess shall forthwith be
returned to the Borrower.  Because of the variable nature of the rates of
interest applicable to the Loans evidenced by this Note, the total interest that
will accrue hereon cannot be determined in advance.  Neither the Borrower nor
the Bank intends for the Bank to contract for, charge or receive usurious
interest and, to prevent such an occurrence, any agreements which may now or
hereafter be in effect between the Borrower and the Bank regarding the payment
of fees to the Bank are hereby limited by the provisions of this paragraph.  To
the extent not prohibited by Applicable Law, determination of the legal maximum
amount of interest shall at all times be made by amortizing, prorating or
allocating all interest at any time converted for, charged or received from the
Borrower in connection with the portion of the Loans outstanding hereunder until


<PAGE>

the Maturity Date, so that the actual rate of interest on account of the Loans
outstanding hereuner does not exceed the maximum amount permitted under
Applicable Law.

     All parties now or hereafter liable with respect to this Note, whether the
Borrower, any guarantor, endorser or any other person or entities, hereby waive
presentment for payment, demand, notice of nonpayment or dishonor, protest and
notice of protest.

     No delay or omission on the part of the Bank or any holder hereof in
exercising its rights under this Note, or delay or omission on the part of the
Bank, the Administrative Agent or the Banks collectively, in exercising its or
their rights under the Loan Agreement or any other Loan Documents, or course of
conduct relating thereto, shall operate as a waiver of such right or any other
right of the Bank or any holder hereof, nor shall any waiver by the Bank, the
Administrative Agent or the Banks collectively, or any holder hereof, of any
such right or rights on any one occasion be deemed a bar to, or waiver of, the
same right or rights on any future occasion.

     The Borrower promises to pay all reasonable costs of collection, including
attorneys' fees, should this Note be collected by or through an attorney-at-law
or under advice therefrom.

     Time is of the essence of this Note.

     This Note evidences the Banks portion of the Loans under, and is entitled
to the benefits and subject to the terms of, the Loan Agreement which contains
provisions with respect of the acceleration of the maturity of this Note upon
the happening of certain stated events and provisions for prepayment.  This Note
is secured by and is also entitled to the benefits of the Security Documents.

     This Note shall be construed in accordance with and governed by the
internal laws of the State of New York applicable to contracts made and to be
performed in the State of New York.


     THIS NOTE IS ONE OF SEVERAL PROMISSORY NOTES WHICH AMENDS AND RESTATES
CERTAIN PROMISSORY NOTES MADE AND GIVEN BY THE BORROWER PURSUANT TO TBE LOAN
AGREEMENT AND DOES NOT REPRESENT A NOVATION THEREOF OR THE INDEBTEDNESS
EVIDENCED THEREBY.


<PAGE>

                              AMENDED AND RESTATED NOTE


$20,571,428.57                                                 DECEMBER 30, 1997


     FOR VALUE RECEIVED, the undersigned, RURAL CELLULAR CORPORATION, a
Minnesota corporation (the "BORROWER"), promises to pay to the order of
BANKBOSTON, N.A. (hereinafter, together with its successors and assigns, called
the . ("BANK"), in immediately available funds, at such place as is designated
in or pursuant to the Loan Agreement (as hereinafter defined), the principal sum
of TWENTY MILLION FIVE HUNDRED SEVENTY-ONE T'HOUSAND FOUR HUNDRED TWENTY-EIGHT
AND 57/100s DOLLARS ($20,571,428.57) of United States funds, or, if less, so
much thereof as may from time to time be advanced by the Bank to the Borrower
and is outstanding hereunder, plus interest as hereinafter provided.  Such
advances may be endorsed from time to time on the grid attached hereto, but the
failure to make such notations (or any error in such notation) shall not affect
the obligation of the Borrower to repay unpaid principal and interest hereunder.

     Except as otherwise defined or limited herein, capitalized terms used
herein shall have the meanings ascribed to them in that certain Loan Agreement
(as modified, amended and supplemented from time to time, the "LOAN AGREEMENT")
dated as of May 1, 1997 herewith among the Borrower, the Bank, the other
financial institutions which are from time to time parties thereto and Toronto
Dominion (Texas), Inc., as administrative agent (the "ADMINISTRATIVE AGENT").

     The principal amount of this Note shall be paid in such amounts and at such
times as are set forth in Sections 2.5 and 2.7 of the Loan Agreement.  A final
payment of all principal amounts and other Obligations then outstanding
hereunder shall be due and payable in full on the Maturity Date.

     The Borrower shall be entitled to borrow, repay and reborrow hereunder
pursuant to the terms and conditions of the Loan Agreement.  Prepayment of the
principal amount hereof may be made only as provided in the Loan Agreement.  The
principal amount of each Advance shall be repaid on its Payment Date.

     The Borrower hereby promises to pay interest on the unpaid principal amount
of the Loans outstanding hereunder as provided in the Loan Agreement.  Interest
under this Note shall also be due and payable when this Note shall become due
(whether at maturity, by reason of acceleration or otherwise).  Overdue
principal and, to the extent permitted by Applicable Law, overdue interest,
shall bear interest at the Default Rate as provided in the Loan Agreement.

     No provision of the Loan Agreement or this Note shall require the payment
or permit the collection of interest in excess of that permitted by Applicable
Law.  If any excess amount of interest in such respect is provided for, or shall
be adjudicated to be so provided for, in connection with the Loans outstanding
hereunder, the provisions of this paragraph shall govern and prevail, and
neither the Borrower nor any sureties, guarantors, successors or assigns of the
Borrower shall be obligated to pay the excess amount of such interest or any
other excess sum paid for the use, forbearance, or detention of sums loaned
pursuant hereto.  In the event the Borrower ever pays, or the Bank ever
receives, collects or applies as interest any such sum, such amount which would
be in excess of the maximum amount permitted by Applicable Law shall be applied
as a payment in the reduction of the principal, unless the Borrower shall notify
the Bank in writing that it elects to have such excess returned forthwith; and,
if the principal has been paid in full, any remaining excess shall forthwith be
returned to the Borrower.  Because of the variable nature of the rates of
interest applicable to the Loans evidenced by this Note, the total interest that
will accrue hereon cannot be determined in advance.  Neither the Borrower nor
the Bank intends for the Bank to contract for, charge or receive usurious
interest and, to prevent such an occurrence, any agreements which may now or
hereafter be in effect between the Borrower and the Bank regarding the payment
of fees to the Bank are hereby limited by the provisions of this paragraph.  To
the extent not prohibited by Applicable Law, determination of the legal maximum
amount of interest shall at all times be made by amortizing, prorating or
allocating all interest at any time contracted for, charged or received from the
Borrower in connection with the portion of the Loans outstanding hereunder until
the Maturity Date, so that the actual rate of interest on account of the Loans
outstanding hereuder does not exceed the maximum amount permitted under
Applicable Law.


<PAGE>

     All parties now or hereafter liable with respect to this Note, whether the
Borrower, any guarantor, endorser or any other person or entities, hereby waive
presentment for payment, demand, notice of nonpayment or dishonor, protest and
notice of protest.

     No delay or omission on the part of the Bank or any holder hereof in
exercising its rights under this Note, or delay or omission on the part of the
Bank, the Administrative Agent or the Banks collectively, in exercising its or
their rights under the Loan Agreement or any other Loan Documents, or course of
conduct relating thereto, shall operate as a waiver of such right or any other
right of the Bank or any holder hereof, nor shall any waiver by the Bank, the
Administrative Agent or the Banks collectively, or any holder hereof, of any
such right or rights on any one occasion be deemed a bar to, or waiver of, the
same right or rights on any future occasion.

     The Borrower promises to pay all reasonable costs of collection, including
attorney's fees, should this Note be collected by or through an attorney-at-law
or under advice therefrom.

     Time is of the essence of this Note.

     This Note evidences the Bank's portion of the Loans under, and is entitled
to the benefits and subject to the terms of, the Loan Agreement which contains
provisions with respect of the acceleration of the maturity of this Note upon
the happening of certain stated events and provisions for prepayment.  This Note
is secured by and is also entitled to the benefits of the Security Documents.

     This Note shall be construed in accordance with and governed by the
internal laws of the State of New York applicable to contracts made and to be
performed in the State of New York.

     THIS NOTE IS ONE OF SEVERAL PROMISSORY NOTES WHICH AMENDS AND RESTATES
CERTAIN PROMISSORY NOTES MADE AND GIVEN BY THE BORROWER PURSUANT TO THE LOAN
AGREEMENT AND DOES NOT REPRESENT A NOVATION THEREOF OR THE INDEBTEDNESS
EVIDENCED THEREBY.


                [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


<PAGE>

                              AMENDED AND RESTATED NOTE


$18,857,142.86                                                 DECEMBER 30, 1997


     FOR VALUE RECEIVED, the undersigned, RURAL CELLULAR CORPORATION, a
Minnesota corporation (the "BORROWER"), promises to pay to the order of COBANK
(hereinafter, together with its successors and assigns, called the "BANK"'), in
immediately available funds, at such place as is designated in or pursuant to
the Loan Agreement (as hereinafter defined), the principal sum of EIGHTEEN
MILLION EIGHT HUNDRED FIFTY-SEVEN THOUSAND ONE HUNDRED FORTY-TWO AND 86/100s
DOLLARS ($18,857,142.86) of United States funds, or, if less, so much thereof as
may from time to time be advanced by the Bank to the Borrower and is outstanding
hereunder, plus interest as hereinafter provided.  Such advances may be endorsed
from time to time on the grid attached hereto, but the failure to make such
notations (or any error in such notation) shall not affect the obligation of the
Borrower to repay unpaid principal and interest hereunder.

     Except as otherwise defined or limited herein, capitalized terms used
herein shall have the meanings ascribed to them in that certain Loan Agreement
(as modified, amended and supplemented from time to time, the "LOAN AGREEMENT")
dated as of May 1, 1997 herewith among the Borrower, the Bank, the other
financial institutions which are from time to time parties thereto and Toronto
Dominion (Texas), Inc., as administrative agent (the "ADMINISTRATIVE AGENT").

     The principal amount of this Note shall be paid in such amounts and at such
times as are set forth in Sections 2.5 and 2.7 of the Loan Agreement.  A final
payment of all principal amounts and other Obligations then outstanding
hereunder shall be due and payable in full on the Maturity Date.

     The Borrower shall be entitled to borrow, repay and reborrow hereunder
pursuant to the terms and conditions of the Loan Agreement.  Prepayment of the
principal amount hereof may be made only as provided in the Loan Agreement.  The
principal amount of each Advance shall be repaid on its Payment Date.

     The Borrower hereby promises to pay interest on the unpaid principal amount
of the Loans outstanding hereunder as provided in the Loan Agreement.  Interest
under this Note shall also be due and payable when this Note shall become due
(whether at maturity, by reason of acceleration or otherwise).  Overdue
principal and, to the extent permitted by Applicable Law, overdue interest,
shall bear interest at the Default Rate as provided in the Loan Agreement.

     No provision of the Loan Agreement or this Note shall require the payment
or permit the collection of interest in excess of that permitted by Applicable
Law.  If any excess amount of interest in such respect is provided for, or shall
be adjudicated to be so provided for, in connection with the Loans outstanding
hereunder, the provisions of this paragraph shall govern and prevail, and
neither the Borrower nor any sureties, guarantors, successors or assigns of the
Borrower shall be obligated to pay the excess amount of such interest or any
other excess sum paid for the use, forbearance, or detention of sums loaned
pursuant hereto.  In the event the Borrower ever pays, or the Bank ever
receives, collects or applies as interest any such sum, such amount which would
be in excess of the maximum amount permitted by Applicable Law shall be applied
as a payment in the reduction of the principal, unless the Borrower shall notify
the Bank in writing that it elects to have such excess returned forthwith; and,
if the principal has been paid in full, any remaining excess shall forthwith be
returned to the Borrower.  Because of the variable nature of the rates of
interest applicable to the Loans evidenced by this Note, the total interest that
will accrue hereon cannot be determined in advance.  Neither the Borrower nor
the Bank intends for the Bank to contract for, charge or receive usurious
interest and, to prevent such an occurrence, any agreements which may now or
hereafter be in effect between the Borrower and the Bank regarding the payment
of fees to the Bank are hereby limited by the provisions of this paragraph.  To
the extent not prohibited by Applicable Law, determination of the legal maximum
amount of interest shall at all times be made by amortizing, prorating or
allocating all interest at any time contracted for, charged or received from the
Borrower in connection with the portion of the Loans outstanding hereunder until
the Maturity Date, so that the actual rate of interest on account of the Loans
outstanding hereuder does not exceed the maximum amount permitted under
Applicable Law.

<PAGE>

     All parties now or hereafter liable with respect to this Note, whether the
Borrower, any guarantor, endorser or any other person or entities, hereby waive
presentment for payment demand, notice of nonpayment or dishonor,. protest and
notice of protest.

     No delay or omission on the part of the Bank or any holder hereof in
exercising its rights under this Note, or delay or omission on the part of the
Bank, the Administrative Agent or the Banks collectively, in exercising its or
their rights under the Loan Agreement or any other Loan Documents, or course of
conduct relating thereto, shall operate as a waiver of such right or any other
right of the Bank or any holder hereof, nor shall any waiver by the Bank, the
Administrative Agent or the Banks collectively, or any holder hereof, of any
such right or rights on any one occasion be deemed a bar to, or waiver of, the
same right or rights on any future occasion.

    The Borrower promises to pay all reasonable costs of collection, including
attorneys' fees, should this Note be collected by or through an attorney-at-law
or under advice therefrom.

    Time is of the essence of this Note.

     This Note evidences the Bank's portion of the Loans under, and is entitled
to the benefits and subject to the terms of, the Loan Agreement which contains
provisions with respect of the acceleration of the maturity of this Note upon
the happening of certain stated events and provisions for prepayment. This Note
is secured by and is also entitled to the benefits of the Security Documents.

     This Note shall be construed in accordance with and governed by the
internal laws of the State of New York applicable to contracts made and to be
performed in the State of New York.


     THIS NOTE IS ONE OF SEVERAL PROMISSORY NOTES WHICH AMENDS AND RESTATES
CERTAIN PROMISSORY NOTES MADE AND GIVEN BY THE BORROWER PURSUANT TO THE LOAN
AGREEMENT AND DOES NOT REPRESENT A NOVATION THEREOF OR THE INDEBTEDNESS
EVIDENCED THEREBY.


                [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

                              AMENDED AND RESTATED NOTE


$20,571,428.57                                                 DECEMBER 30, 1997


     FOR VALUE RECEIVED, the undersigned, RURAL CELLULAR CORPORATION, a
Minnesota corporation (the "BORROWER"), promises to pay to the order of ST. PAUL
BANK FOR COOPERATIVES (hereinafter, together with its successors and assigns,
called the "BANK"), in immediately available funds, at such place as is
designated in or pursuant to the Loan Agreement (as hereinafter defined), the
principal sum of TVWENTY MILLION FIVE HUNDRED SEVENTY-ONE THOUSAND FOUR HUNDRED
TWENTY-EIGHT AND 57/100s DOLLARS ($20,571,428.57) of United States funds, or, if
less, so much thereof as may from time to time be advanced by the Bank to the
Borrower and is outstanding hereunder, plus interest as hereinafter provided.
Such advances may be endorsed from time to time on the grid attached hereto, but
the failure to make such notations (or any error in such notation) shall not
affect the obligation of the Borrower to repay unpaid principal and interest
hereunder.

     Except as otherwise defined or limited herein, capitalized terms used
herein shall have the meanings ascribed to them in that certain Loan Agreement
(as modified, amended and supplemented from time to time, the "LOAN AGREEMENT")
dated as of May 1, 1997 herewith among the Borrower, the Bank, the other
financial institutions which are from time to time parties thereto and Toronto
Dominion (Texas), Inc., as administrative agent (the "ADMINISTRATIVE AGENT").

     The principal amount of this Note shall be paid in such amounts and at such
times as are set forth in Sections 2.5 and 2.7 of the Loan Agreement.  A final
payment of all principal amounts and other Obligations then outstanding
hereunder shall be due and payable in full on the Maturity Date.

     The Borrower shall be entitled to borrow, repay and reborrow hereunder
pursuant to the terms and conditions of the Loan Agreement.  Prepayment of the
principal amount hereof may be made only as provided in the Loan Agreement.  The
principal amount of each Advance shall be repaid on its Payment Date.

     The Borrower hereby promises to pay interest on the unpaid principal amount
of the Loans outstanding hereunder as provided in the Loan Agreement.  Interest
under this Note shall also be due and payable when this Note shall become due
(whether at maturity, by reason of acceleration or otherwise).  Overdue
principal and, to the extent permitted by Applicable Law, overdue interest shall
bear interest at the Default Rate as provided in the Loan Agreement.

     No provision of the Loan Agreement or this Note shall require the payment
or permit the collection of interest in excess of that permitted by Applicable
Law.  If any excess amount of interest in such respect is provided for, or shall
be adjudicated to be so provided for, in connection with the Loans outstanding
hereunder, the provisions of this paragraph shall govern and prevail, and
neither the Borrower nor any sureties, guarantors, successors or assigns of the
Borrower shall be obligated to pay the excess amount of such interest or any
other excess sum paid for the use, forbearance, or detention of sums loaned
pursuant hereto.  In the event the Borrower ever pays, or the Bank ever
receives, collects or applies as interest any such sum, such amount which would
be in excess of the maximum amount permitted by Applicable Law shall be applied
as a payment in the reduction of the principal, unless the Borrower shall notify
the Bank in writing that it elects to have such excess returned forthwith; and,
if the principal has been paid in full, any remaining excess shall forthwith be
returned to the Borrower.  Because of the variable nature of the rates of
interest applicable to the Loans evidenced by this Note, the total interest that
will accrue hereon cannot be determined in advance.  Neither the Borrower nor
the Bank intends for the Bank to contract for, charge or receive usurious
interest and, to prevent such an occurrence, any agreements which may now or
hereafter be in effect between the Borrower and the Bank regarding the payment
of fees to the Bank are hereby limited by the provisions of this paragraph.  To
the extent not prohibited by Applicable Law, determination of the legal maximum
amount of interest shall at all times be made by amortizing, prorating or
allocating all interest at any time contracted for, charged or received from the
Borrower in connection with the portion of the Loans outstanding hereunder until

<PAGE>

the Maturity Date, so that the actual rate of interest on account of the Loans
outstanding hereuder does not exceed the maximum amount permitted under
Applicable Law.

     All parties now or hereafter liable with respect to this Note, whether the
Borrower, any guarantor, endorser or any other person or entities, hereby waive
presentment for payment, demand, notice of nonpayment or dishonor,. protest and
notice of protest.

     No delay or omission on the part of the Bank or any holder hereof in
exercising its rights under this Note, or delay or omission on the part of the
Bank, the Administrative Agent or the Banks collectively, in exercising its or
their rights under the Loan Agreement or any other Loan Documents, or course of
conduct relating thereto, shall operate as a waiver of such right or any other
right of the Bank or any holder hereof, nor shall any waiver by the Bank, the
Administrative Agent or the Banks collectively, or any holder hereof, of any
such right or rights on any one occasion be deemed a bar to, or waiver of the
same right or rights on any future occasion.

     The Borrower promises to pay all reasonable costs of collection, including
attorneys' fees, should this Note be collected by or through an attorney-at-law
or under advice therefrom.

     Time is of the essence of this Note.

     This Note evidences the Bank's portion of the Loans under, and is entitled
to the benefits and subject to the terms of, the Loan Agreement which contains
provisions with respect of the acceleration of the maturity of this Note upon
the happening of certain stated events and provisions for prepayment. This Note
is secured by and is also entitled to the benefits of the Security Documents.

     This Note shall be construed in accordance with and governed by the
internal laws of the State of New York applicable to contracts made and to be
performed in the State of New York.


     THIS NOTE IS ONE OF SEVERAL PROMISSORY NOTES WHICH AMENDS AND RESTATES
CERTAIN PROMISSORY NOTES MADE AND GIVEN BY THE BORROWER PURSUANT TO THE LOAN
AGREEMENT AND DOES NOT REPRESENT A NOVATION THEREOF OR THE INDEBTEDNESS
EVIDENCED THEREBY.


                [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

                              AMENDED AND RESTATED NOTE

$17,142,857.14                                                 DECEMBER 30, 1997


     FOR VALUE RECEIVED, the undersigned, RURAL CELLULAR CORPORATION, a
Minnesota corporation (the "BORROWER"), promises to pay to the order of MERITA
BANK LTD NEW YORK BRANCH (hereinafter, together with its successors and assigns,
called the "BANK"), in immediately available funds, at such place as is
designated in or pursuant to the Loan Agreement (as hereinafter defined), the
principal sum of SEVENTEEN MILLION ONE HUNDRED FORTY-TWO THOUSAND EIGHT HUNDRED
FIFTYSEVEN AND 14/100s DOLLARS ($17,142,857.14) of United States funds, or, if
less, so much thereof as may from time to time be advanced by the Bank to the
Borrower and is outstanding hereunder, plus interest as hereinafter provided.
Such advances may be endorsed from time to time on the grid attached hereto, but
the failure to make such notations (or any error in such notation) shall not
affect the obligation of the Borrower to repay unpaid principal and interest
hereunder.

     Except as otherwise defined or limited herein, capitalized terms used
herein shall have the meanings ascribed to them in that certain Loan Agreement
(as modified, amended and supplemented from time to time, the "LOAN AGREEMENT")
dated as of May 1, 1997 herewith among the Borrower, the Bank, the other
financial institutions which are from time to time parties thereto and Toronto
Dominion (Texas), Inc., as administrative agent (the "ADMINISTRATIVE AGENT").

     The principal amount of this Note shall be paid in such amounts and at such
times as are set forth in Sections 2.5 and 2.7 of the Loan Agreement.  A final
payment of all principal amounts and other Obligations then outstanding
hereunder shall be due and payable in full on the Maturity Date.

     The Borrower shall be entitled to borrow, repay and reborrow hereunder
pursuant to the terms and conditions of the Loan Agreement.  Prepayment of the
principal amount hereof may be made only as provided in the Loan Agreement.  The
principal amount of each Advance shall be repaid on its Payment Date.

     The Borrower hereby promises to pay interest on the unpaid principal amount
of the Loans outstanding hereunder as provided in the Loan Agreement.  Interest
under this Note shall also be due and payable when this Note shall become due
(whether at maturity, by reason of acceleration or otherwise).  Overdue
principal and, to the extent permitted by Applicable Law, overdue interest,
shall bear interest at the Default Rate as provided in the Loan Agreement.

     No provision of the Loan Agreement or this Note shall require the payment
or permit the collection of interest in excess of that permitted by Applicable
Law.  If any excess amount of interest in such respect is provided for, or shall
be adjudicated to be so provided for, in connection with the Loans outstanding
hereunder, the provisions of this paragraph shall govern and prevail, and
neither the Borrower nor any sureties, guarantors, successors or assigns of the
Borrower shall be obligated to pay the excess amount of such interest or any
other excess sum paid for the use, forbearance, or detention of sums loaned
pursuant hereto.  In the event the Borrower ever pays, or the Bank ever
receives, collects or applies as interest any such sum, such amount which would
be in excess of the maximum amount permitted by Applicable Law shall be applied
as a payment in the reduction of the principal, unless the Borrower shall notify
the Bank in writing that it elects to have such excess returned forthwith; and,
if the principal has been paid in full, any remaining excess shall forthwith be
returned to the Borrower.  Because of the variable nature of the rates of
interest applicable to the Loans evidenced by this Note, the total interest that
will accrue hereon cannot be determined in advance.  Neither the Borrower nor
the Bank intends for the Bank to contract for, charge or receive usurious
interest and, to prevent such an occurrence, any agreements which may now or
hereafter be in effect between the Borrower and the Bank regarding the payment
of fees to the Bank are hereby limited by the provisions of this paragraph.  To
the extent not prohibited by Applicable Law, determination of the legal maximum
amount of interest shall at all times be made by amortizing, prorating or
allocating all interest at any time contracted for, charged or received from the
Borrower in connection with the portion of the Loans outstanding hereunder until
the Maturity Date, so that the actual rate of interest on account of the Loans
outstanding hereuder does not exceed the maximum amount permitted under
Applicable Law.

<PAGE>

     All parties now or hereafter liable with respect to this Note, whether the
Borrower, any guarantor, endorser or any other person or entities, hereby waive
presentment for payment, demand, notice of nonpayment or dishonor, protest and
notice of protest.

     No delay or omission on the part of the Bank or any holder hereof in
exercising its rights under this Note, or delay or omission on the part of the
Bank, the Administrative Agent or the Banks collectively, in exercising its or
their rights under the Loan Agreement or any other Loan Documents, or course of
conduct relating thereto, shall operate as a waiver of such right or any other
right . of the Bank or any holder hereof, nor shall any waiver by the Bank, the
Administrative Agent or the Banks collectively, or any holder hereof, of any
such right or rights on any one occasion be deemed a bar to, or waiver of, the
same right or rights on any future occasion.

     The Borrower promises to pay all reasonable costs of collection, including
attorneys' fees, should this Note be collected by or through an attorney-at-law
or under advice therefrom.

     Time is of the essence of this Note.

     This Note evidences the Bank's portion of the Loans under, and is entitled
to the benefits and subject to the terms of, the Loan Agreement which contains
provisions with respect of the acceleration of the maturity of this Note upon
the happening of certain stated events and provisions for prepayment. This Note
is secured by and is also entitled to the benefits of the Security Documents.

     This Note shall be constructed in accordance with and governed by the
internal laws of the State of New York applicable to contracts made and to be
performed in the State of New York.


     THIS NOTE IS ONE OF SEVERAL PROMISSORY NOTES WHICH AMENDS AND RESTATES
CERTAIN PROMISSORY NOTES MADE AND GIVEN BY THE BORROWER PURSUANT TO THE LOAN
AGREEMENT AND DOES NOT REPRESENT A NOVATION THEREOF OR THE INDEBTEDNESS
EVIDENCED THEREBY.


                [THE REMAINDER OF  THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

                              AMENDED AND RESTATED NOTE


$18,857,142.86                                               DECECEMBER 30, 1997


     FOR VALUE RECEIVED, the undersigned, RURAL CELLULAR CORPORATION, a
Minnesota corporation (the "BORROWER"), promises to pay to the order of FLEET
NATIONAL BANK (hereinafter, together with its successors and assigns, called the
"BANK"), in immediately available funds, at such place as is designated in or
pursuant to the Loan Agreement (as hereinafter defined), the principal sum of
EIGHTEEN MILLION EIGHT HUNDRED FIFTY-SEVEN THOUSAND ONE HUNDRED FORTY-TWO AND
86/100s DOLLARS ($18,857,142.86) of United States funds, or, if less, so much
thereof as may from time to time be advanced by the Bank to the Borrower and is
outstanding hereunder, plus interest as hereinafter provided.  Such advances may
be endorsed from time to time on the grid attached hereto, but the failure to
make such notations (or any error in such notation) shall not affect the
obligation of the Borrower to repay unpaid principal and interest hereunder.

     Except as otherwise defined or limited herein, capitalized terms used
herein shall have the meanings ascribed to them in that certain Loan Agreement
(as modified, amended and supplemented from time to time, the "LOAN AGREEMENT")
dated as of May 1, 1997 herewith among the Borrower, the Bank, the other
financial institutions which are from time to time parties thereto and Toronto
Dominion (Texas), Inc., as administrative agent (the "ADMINISTRATIVE AGENT").

     The principal amount of this Note shall be paid in such amounts and at such
times as are set forth in Sections 2.5 and 2.7 of the Loan Agreement.  A final
payment of all principal amounts and other Obligations then outstanding
hereunder shall be due and payable in full on the Maturity Date.

     The Borrower shall be entitled to borrow, repay and reborrow hereunder
pursuant to the terms and conditions of the Loan Agreement.  Prepayment of the
principal amount hereof may be made only as provided in the Loan Agreement.  The
principal amount of each Advance shall be repaid on its Payment Date.

     The Borrower hereby promises to pay interest on the unpaid principal amount
of the Loans outstanding hereunder as provided in the Loan Agreement.  Interest
under this Note shall also be due and payable when this Note shall become due
(whether at maturity, by reason of acceleration or otherwise).  Overdue
principal and, to the extent permitted by Applicable Law, overdue interest shall
bear interest at the Default Rate as provided in the Loan Agreement

     No provision of the Loan Agreement or this Note shall require the payment
or permit the collection of interest in excess of that permitted by Applicable
Law.  If any excess amount of interest in such respect is provided for, or shall
be adjudicated to be so provided for, in connection with the Loans outstanding
hereunder, the provisions of this paragraph shall govern and prevail, and
neither the Borrower nor any sureties, guarantors, successors or assigns of the
Borrower shall be obligated to pay the excess amount of such interest or any
other excess sum paid for the use, forbearance, or detention of sums loaned
pursuant hereto.  In the event the Borrower ever pays, or the Bank ever
receives, collects or applies as interest any such sum, such amount which would
be in excess of the maximum amount permitted by Applicable Law shall be applied
as a payment in the reduction of the principal, unless the Borrower shall notify
the Bank in writing that it elects to have such excess returned forthwith; and,
if the principal has been paid in full, any remaining excess shall forthwith be
returned to the Borrower.  Because of the variable nature of the rates of
interest applicable to the Loans evidenced by this Note, the total interest that
will accrue hereon cannot be determined in advance.  Neither the Borrower nor
the Bank intends for the Bank to contract for, charge or receive usurious
interest and, to prevent such an occurrence, any agreements which may now or
hereafter be in effect between the Borrower and the Bank regarding the payment
of fees to the Bank are hereby limited by the provisions of this paragraph.  To
the extent not prohibited by Applicable Law, determination of the legal maximum
amount of interest shall at all times be made by amortizing, prorating or
allocating all interest at any time construed for, charged or received from the
Borrower in connection with the portion of the Loans outstanding hereunder until
the Maturity Date, so that the -actual rate of interest on account of the Loans
outstanding hereunder does not exceed the maximum amount permitted under
Applicable Law.

<PAGE>

     All parties now or hereafter liable with respect to this Note, whether the
Borrower, any guarantor, endorser or any other person or entities, hereby waive
presentment for payment, demand, notice of nonpayment or dishonor, protest and
notice of protest.

     No delay or omission on the part of the Bank or any holder hereof in
exercising its rights under this Note, or delay or omission on the part of the
Bank, the Administrative Agent or the Banks collectively, in exercising its or
their rights under the Loan Agreement or any other Loan Documents, or course of
conduct relating thereto, shall operate as a waiver of such right or any other
right of the Bank or any holder hereof, nor shall any waiver by the Bank, the
Administrative Agent or the Banks collectively, or any holder hereof, of any
such right or rights on any one occasion be deemed a bar to, or waiver of, the
same right or rights on any future occasion.

     The Borrower promises to pay all reasonable costs of collection, including
attorneys' fees, should this Note be collected by or through an attorney-at-law
or under advice therefrom.

     Time is of the essence of this Note.

     This Note evidences the Bank's portion of the Loans under, and is entitled
to the benefits and subject to the terms of, the Loan Agreement which contains
provisions with respect of the acceleration of the maturity of this Note upon
the happening of certain stated events and provisions for prepayment. This Note
is secured by and is also entitled to the benefits of the Security Documents.

     This Note shall be construed in accordance with and governed by the
internal laws of the State of New York applicable to contracts made and to be
performed in the State of New York.

     THIS NOTE IS ONE OF SEVERAL PROMISSORY NOTES WHICH AMENDS AND RESTATES
CERTAIN PROMISSORY NOTES MADE AND GIVEN BY T'BE BORROWER PURSUANT TO THE LOAN
AGREEMENT AND DOES NOT REPRESENT A NOVATION THEREOF OR THE INDEBTEDNESS
EVIDENCED THEREBY.


                [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>

                              AMENDED AND RESTATED NOTE


$18,857,142.86                                                 DECEMBER 30, 1997


     FOR VALUE RECEIVED, the undersigned, RURAL CELLULAR CORPORATION, a
Minnesota corporation (the "BORROWER"), promises to pay to the order of FIRST
NATIONAL BANK OF MARYLAND (hereinafter, together with its successors and
assigns, called the "Bank"), in immediately available funds, at such place as is
designated in or pursuant to the Loan Agreement (as hereinafter defined), the
principal sum of EIGHTEEN MILLION EIGHT HUNDRED FIFTY- SEVEN THOUSAND ONE
HUNDRED FORTYTWO AND 86/100s DOLLARS ($18,857,142.86) of United States funds,
or, if less, so much thereof as may from time to time be advanced by the Bank to
the Borrower and is outstanding hereunder, plus interest as hereinafter
provided.  Such advances may be endorsed from time to time on the grid attached
hereto, but the failure to make such notations (or any error in such notation)
shall not affect the obligation of the Borrower to repay unpaid principal and
interest hereunder.

     Except as otherwise defined or limited herein, capitalized terms used
herein shall have the meanings ascribed to them in that certain Loan Agreement
(as modified, amended and supplemented from time to time, the "LOAN AGREEMENT")
dated as of May 1, 1997 herewith among the Borrower, the Bank, the other
financial institutions which are from time to time parties thereto and Toronto
Dominion (Texas), Inc., as administrative agent (the "ADMINISTRATIVE AGENT").

     The principal amount of this Note shall be paid in such amounts and at such
times as are set forth in Sections 2.5 and 2.7 of the Loan Agreement.  A final
payment of all principal amounts and other Obligations then outstanding
hereunder shall be due and payable in full on the Maturity Date.

     The Borrower shall be entitled to borrow, repay and reborrow hereunder
pursuant to the terms and conditions of the Loan Agreement.  Prepayment of the
principal amount hereof may be made only as provided in the Loan Agreement.  The
principal amount of each Advance shall be repaid on its Payment Date.

     The Borrower hereby promises to pay interest on the unpaid principal amount
of the Loans outstanding hereunder as provided in the Loan Agreement.  Interest
under this Note shall also be due and payable when this Note shall become due
(whether at maturity, by reason of acceleration or otherwise).  Overdue
principal and, to the extent permitted by Applicable Law, overdue interest,
shall bear interest at the Default Rate as provided in the Loan Agreement.

     No provision of the Loan Agreement or this Note shall require the payment
or permit the collection of interest in excess of that permitted by Applicable
Law.  If any excess amount of interest in such respect is provided for, or shall
be adjudicated to be so provided for, in connection with the Loans outstanding
hereunder, the provisions of this paragraph shall govern and prevail, and
neither the Borrower nor any sureties, guarantors, successors or assigns of the
Borrower shall be obligated to pay the excess amount of such interest or any
other excess sum paid for the use, forbearance, or detention of sums loaned
pursuant hereto.  In the event the Borrower ever pays, or the Bank ever
receives, collects or applies as interest any such sum, such amount which would
be in excess of the maximum amount permitted by Applicable Law shall be applied
as a payment in the reduction of the principal, unless the Borrower shall notify
the Bank in writing that it elects to have such excess returned forthwith; and,
if the principal has been paid in full, any remaining excess shall forthwith be
returned to the Borrower.  Because of the variable nature of the rates of
interest applicable to the Loans evidenced by this Note, the total interest that
will accrue hereon cannot be determined in advance.  Neither the Borrower nor
the Bank intends for the Bank to contract for, charge or receive usurious
interest and, to prevent such an occurrence, any agreements which may now or
hereafter be in effect between the Borrower and the Bank regarding the payment
of fees to the Bank are hereby limited by the provisions of this paragraph.  To
the extent not prohibited by Applicable Law, determination of the legal maximum
amount of interest shall at all times be made by amortizing, prorating or
allocating all interest at any time contracted for, charged or received from the
Borrower in connection with the portion of the Loans outstanding hereunder until

<PAGE>

the Maturity Date, so that the actual rate of interest on account of the Loans
outstanding hereuder does not exceed the maximum amount permitted under
Applicable Law.

     All parties now or hereafter liable with respect to this Note, whether the
Borrower, any guarantor, endorser or any other person or entities, hereby waive
presentment for payment, demand, notice of nonpayment or dishonor, protest and
notice of protest.

     No delay or omission on the part of the Bank or any holder hereof in
exercising its rights under this Note, or delay or omission on the part of the
Bank, the Administrative Agent or the Banks collectively, in exercising its or
their rights under the Loan Agreement or any other Loan Documents, or course of
conduct relating thereto, shall operate as a waiver of such right or any other
right of the Bank or any holder hereof, nor shall any waiver by the Bank, the
Administrative Agent or the Banks collectively, or any holder hereof, of any
such right or rights on any one occasion be deemed a bar to, or waiver of, the
same right or rights on any future occasion.

     The Borrower promises to pay all reasonable costs of collection, including
attorneys' fees, should this Note be collected by or through an attorney-at-law
or under advice therefrom.

     Time is of the essence of this Note.

     This Note evidences the Bank's portion of the Loans under, and is entitled
to the benefits and subject to the terms of, the Loan Agreement which contains
provisions with respect of the acceleration of the maturity of this Note upon
the happening of certain stated events and provisions for prepayment. This Note
is secured by and is also entitled to the benefits of the Security Documents.

     This Note shall be construed in accordance with and governed by the
internal laws of the State of New York applicable to contracts made and to be
performed in the State of New York.

     THIS NOTE IS ONE OF SEVERAL PROMISSORY NOTES WHICH AMENDS AND RESTATES
CERTAIN PROMISSORY NOTES MADE AND GIVEN BY THE BORROWER PURSURANT TO THE LOAN
AGREEMENT AND DOES NOT REPRESENT A NOVATION THEREOF OR THE INDEBTEDNESS
EVIDENCED THEREBY.


                [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>

                              AMENDED AND RESTATED NOTE


$18,857,142.86                                                 DECEMBER 30, 1997


     FOR VALUE RECEIVED, the undersigned, RURAL CELLULAR CORPORATION, a
Minnesota corporation (the "BORROWER"), promises to pay to the order of SOCIETE
GENERALE, NEW YORK BRANCH (hereinafter, together with its successors and
assigns, called the "BANK"), in immediately available funds, at such place as is
designated in or pursuant to the Loan Agreement (as hereinafter defined), the
principal sum of EIGHTEEN MILLION EIGHT HUNDRED FIFTY-SEVEN THOUSAND ONE HUNDRED
FORTY-TWO AND 86/100s DOLLARS ($18,857,142.86) of United States funds, or, if
less, so much thereof as may from time to time be advanced by the Bank to the
Borrower and is outstanding hereunder, plus interest as hereinafter provided.
Such advances may be endorsed from time to time on the grid attached hereto, but
the failure to make such notations (or any error in such notation) shall not
affect the obligation of the Borrower to repay unpaid principal and interest
hereunder.

     Except as otherwise defined or limited herein, capitalized terms used
herein shall have the meanings ascribed to them in that certain Loan Agreement
(as modified, amended and supplemented from time to time, the "Loan AGREEMENT")
dated as of May 1, 1997 herewith among the Borrower, the Bank, the other
financial institutions which are from time to time parties thereto and Toronto
Dominion (Texas), Inc., as administrative agent (the "ADMINISTRATIVE AGENT").

     The principal amount of this Note shall be paid in such amounts and at such
times as are set forth in Sections 2.5 and 2.7 of the Loan Agreement.  A final
payment of all principal amounts and other Obligations then outstanding
hereunder shall be due and payable in full on the Maturity Date.

     The Borrower shall be entitled to borrow, repay and reborrow hereunder
pursuant to the terms and conditions of the Loan Agreement.  Prepayment of the
principal amount hereof may be made only as provided in the Loan Agreement.  The
principal amount of each Advance shall be repaid on its Payment Date.

     The Borrower hereby promises to pay interest on the unpaid principal amount
of the Loans outstanding hereunder as provided in the Loan Agreement.  Interest
under this Note shall also be due and payable when this Note shall become due
(whether at maturity, by reason of acceleration or otherwise).  Overdue
principal and, to the extent permitted by Applicable Law, overdue interest,
shall bear interest at the Default Rate as provided in the Loan Agreement.

     No provision of the Loan Agreement or this Note shall require the payment
or permit the collection of interest in excess of that permitted by Applicable
Law.  If any excess amount of interest in such respect is provided for, or shall
be adjudicated to be so provided for, in connection with the Loans outstanding
hereunder, the provisions of this paragraph shall govern and prevail, and
neither the Borrower nor any sureties, guarantors, successors or assigns of the
Borrower shall be obligated to pay the excess amount of such interest or any
other excess sum paid for the use, forbearance, or detention of sums loaned
pursuant hereto.  In the event the Borrower ever pays, or the Bank ever
receives, collects or applies as interest any such sum, such amount which would
be in excess of the maximum amount permitted by Applicable Law shall be applied
as a payment in the reduction of the principal, unless the Borrower shall notify
the Bank in writing that it elects to have such excess returned forthwith; and,
if the principal has been paid in full, any remaining excess shall forthwith be
returned to the Borrower.  Because of the variable nature of the rates of
interest applicable to the Loans evidenced by this Note, the total interest that
will accrue hereon cannot be determined in advance.  Neither the Borrower nor
the Bank intends for the Bank to contract for, charge or receive usurious
interest and, to prevent such an occurrence, any agreements which may now or
hereafter be in effect between the Borrower and the Bank regarding the payment
of fees to the Bank are hereby limited by the provisions of this paragraph.  To
the extent not prohibited by Applicable Law, determination of the legal maximum
amount of interest shall at all times be made by amortizing, prorating or
allocating all interest at any time contacted

<PAGE>

for, charged or received from the Borrower in connection with the portion of the
Loans outstanding hereunder until the Maturity Date, so that the actual rate of
interest on account of the Loans outstanding hereuner does not exceed the
maximum amount permitted under Applicable Law.

     All parties now or hereafter liable with respect to this Note, whether the
Borrower, any guarantor, endorser or any other person or entities, hereby waive
presentment for payment demand, notice of nonpayment or dishonor, protest and
notice of protest. -

     No delay or omission on the part of the Bank or any holder hereof in
exercising its rights under this Note, or delay or omission on the part of the
Bank, the Administrative Agent or the Banks collectively, in exercising its or
their rights under the Loan Agreement or any other Loan Documents, or course of
conduct relating thereto, shall operate as a waiver of such right or any other
right of the Bank or any holder hereof, nor shall any waiver by the Bank, the
Administrative Agent or the Banks collectively, or any holder hereof, of any
such right or rights on any one occasion be deemed a bar to, or waiver of, the
same right or rights on any future occasion.

     The Borrower promises to pay all reasonable costs of collection, including
attorneys' fees, should this Note be collected by or through an attorney-at-law
or under advice therefrom.

     Time is of the essence of this Note.

     This Note evidences the Bank's portion of the Loans under, and is entitled
to the benefits and subject to the terms of, the Loan Agreement which contains
provisions with respect of the acceleration of the maturity of this Note upon
the happening of certain stated events and provisions for prepayment. This Note
is secured by and is also entitled to the benefits of the Security Documents.

     This Note shall be construed in accordance with and governed by the
internal laws of the State of New York applicable to contracts made and to be
performed in the State of New York.

     THIS NOTE IS ONE OF SEVERAL PROMISSORY NOTES WHICH AMENDS AND RESTATES
CERTAIN PROMISSORY NOTES MADE AND GIVEN BY THE BORROWER PURSUANT TO THE LOAN
AGREEMENT AND DOES NOT REPRESENT A NOVATION THEREOF OR THE INDEBTEDNESS
EVIDENCED THEREBY.


                [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]