AMENDED AND RESTATED LINE OF CREDIT

1. CREDIT AGREEMENT - This Note evidences the obligations for loans made to
SONICSAFE.COM Corp. (the "Corporation") by Andre Danesh. The Corporation agrees
to repay to Andre Danesh the loans and the interest thereon and other charges as
provided in this Note. The aggregate amount of loans the corporation may request
under this Note that may be outstanding at any one time is not to exceed
$1,000,000.00 (the "Credit Limit") . Subject to the terms hereof, the
Corporation may borrow, prepay and reborrow after the date of this Note on the
close of business on January 1, 2006, or the termination of this Note, whichever
is earlier. As used in this Section, close of business shall mean 3:00 P.M.
Boston EST or EDT, as the case may be.

2. USE OF LOAN PROCEEDS - The Corporation may use the loans for any purpose.

3. METHOD OF BORROWING - Borrowings under this Note shall be made by written
request to Andre Danesh to advance funds to the Corporation.

4. AMOUNT OF BORROWING - Andre Danesh has agreed to advance funds to the
Corporation by deposit to the Corporation's checking account. The amount of the
advance may be in any amount up to the Credit Limit. Each Borrowing under this
Note may be in any amount remaining up to the available Credit Limit. Provided,
however, the minimum credit advance is $5,000.00.

5. FINANCE CHARGE - The Corporation agrees to pay a finance charge on the unpaid
loans made by Andre Danesh at the annual rate of nine (9%) percent.

6. PAYMENT PROMISE - Until January 1, 2006 or an earlier termination of the
right to borrow under this Note, the Corporation agrees to pay a minimum payment
on the loan by the due date shown on the monthly billing statement. The minimum
monthly payment will be .5% of the outstanding principal balance at the close of
the monthly billing. After January 1, 2006, the outstanding principal balance
plus the finance charge that accrued thereon shall be due and payable.

      If Andre Danesh or his successor, has not received the full amount of any
payment within fifteen (15) calendar days after the date it is due, the
Corporation must pay a late charge equal to Five (5%) percent of the overdue
payment of principal and interest.

7. PREPAYMENTS - The Corporation may prepay any loans, in whole or in part, at
any time or from time to time, without penalty or premium.

8. SUBORDINATION - Mr. Danesh agrees that the payment of the principal of and
interest on this Note is hereby expressly subordinated to the prior payment of
the principal of and interest on all existing future obligations ("Senior
Indebtedness") of the Maker for any money borrowed from any third party (the
"Lenders"). Mr. Danesh agrees to execute from time to time one or more
subordination agreements in such forms as may be requested by the Lenders to
evidence the subordination of the amounts due under this Note to Senior
Indebtedness.

<PAGE>

9. APPLICATION OF PAYMENTS - Each payment received by Andre Danesh will first be
applied to any unpaid fees or expenses, then to any finance charges due, then to
outstanding principal, and finally to finance charges accrued but not yet due.

10. CONDITIONS OF EACH LOAN

      (a)   The obligation of Andre Danesh to make each loan under this Note is
            subject to the following conditions precedent:

            (i)   This Note shall have been executed by the Corporation and
                  delivered to him and shall be in full force and effect;

            (ii)  All documents and legal matters incident to the transaction
                  hereby contemplated shall be satisfactorily executed and
                  delivered.

      (b)   In addition, Andre Danesh can refuse to make additional extensions
            of credit or reduce the Corporation's Credit Limit if:

            (i)   He reasonably believes the Corporation will not be able to
                  meet the repayment requirements due to a material change in
                  its financial circumstances;

            (ii)  The Corporation is in default of a material obligation in this
                  Note;

            (iii) Government action prevents Andre Danesh from imposing the
                  annual percentage rate as provided.

            (iv)  A regulatory agency has notified the Corporation or Andre
                  Danesh that continued advances would constitute an unsafe and
                  unsound practice;

            (v)   An Event of Default has occurred.

11. DEFAULTS - The occurrence of any of the following events shall constitute an
Event of Default under this Note.

            (i)   The Corporation has not met the repayment terms of the Note.

12. REMEDIES - Upon any Event of Default, Andre Danesh may exercise any or all
of the following remedies without notice:

      (a)   declare this revolving credit commitment to be terminated, whereupon
            he shall no longer have any obligation to make the loans hereunder,
            and

      (b)   declare any and all indebtedness forthwith due and payable without
            presentment, demand, notice or protest, and

13. LENDER'S EXPENSES - The Corporation shall reimburse Andre Danesh for the
out-of-pocket expenses, including reasonable attorney's fees, incurred by him in
connection with the


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<PAGE>

preparation of this Note and the making of the loans, as stated below, and any
additional expenses, including reasonable attorney's fees, in connection with
the collection of the loans.

14. TERMINATION - The Corporation's right to borrow under this Note will
terminate automatically on January 1, 2006, or may terminate earlier as provided
in this Note. If the Corporation's right to borrow is terminated, it must still
pay the amount owed under the terms of this Note.

15. MISCELLANEOUS

      (a)   Any signatory to this Note or endorser of it waives certain rights.
            Those rights are the right to require a demand for payment of
            amounts due (known as "presentment") and the right to require notice
            that amounts due have not been paid (known as "notice of dishonor").

      (b)   Notices required to be given under this Note will be deemed to have
            been sufficiently given or served for all purposes when sent by
            United States mail to the Corporation's address in the records of
            Andre Danesh and if to Andre Danesh at his address at 1330 Beacon
            Street, Brookline, MA 02446.

      (c)   Any guarantor, surety, or endorser of this Note is also obligated to
            pay the full amount owed and to keep all the promises made in this
            Note.

      (d)   No delay or failure to exercise any of Andre Danesh's rights under
            this Note will operate as a waiver of any present or future default
            or prevent him from enforcing any requirement of this Note later.

      (e)   This Note and the Corporation's rights, privileges and obligations
            hereunder may not be assigned to or assumed by any entity or person
            without the written consent of Andre Danesh which he may choose to
            withhold in his sole discretion. Any entity or person who is
            permitted by him to take over the rights and obligations under this
            Note will have all of the rights and must keep all of the promises
            made under this Note.

      (f)   Questions about this Note will be decided by Massachusetts and
            applicable federal law. If any term of this Note conflicts with
            applicable law, that term will be deemed to be modified to comply
            with the law and the validity of this Note shall not be affected.

            Agreed to and executed as a sealed instrument on this 21 day of
      December, 2000.

                                          Borrower
                                          SONICSAFE.COM Corp.


/s/ David Reznikow                        By: /s/ Andre Danesh
-----------------------------                -------------------------------
Witness


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<PAGE>

                                          Lender Andre Danesh


/s/ David Reznikow                        By: /s/ Andre Danesh
-----------------------------                -------------------------------
Witness                                      Andre Danesh, President
                                             SONICSAFE.COM


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