EXHIBIT
      10.2

    


    REVOLVING
      NOTE

     

    1. DEFINED
      TERMS. As used in this Revolving Note (the “Note”), the following terms shall
      have the following meanings:

    

      
        	
                1.1
                  Borrower:

              	
                iCAD,
                  INC.

              
	 	
                a
                  Delaware corporation

              
	 	
                98
                  Spit Brook Road

              
	 	
                Nashua,
                  New Hampshire 03062

              
	 	 
	
                1.2
                  Lender:

              	
                RBS
                  CITIZENS, N.A.

              
	 	
                53
                  State Street

              
	 	
                Boston,
                  MA 02109

              
	 	 
	
                1.3
                  Maximum Credit:

              	
                Not
                  to exceed $5,000,000.00

              
	 	 
	
                1.4
                  Interest Rate:

              	
                See
                  Section 3 below.

              
	 	 
	
                1.5
                  Expiration Date: 

              	
                June
                  30, 2009.

              


      

       

    

    1.6 Loan
      Agreement: a
      certain
      Loan and Security Agreement of even date herewith by and between Borrower and
      Lender.

    


    1.7 Loan,
      Loan Documents and Event of Default shall have the same meanings as in the
      Loan
      Agreement. The Loan Documents are incorporated herein by reference. All
      capitalized terms used herein and not otherwise defined herein shall have the
      meanings as set forth in the Loan Agreement.

    


    1.8 Prepayment
      Period:  At
      any
      time during the term of the Loan (as defined in Section 2 hereof).

     

    2. DEBT:
      For
      value received, Borrower hereby promises to pay to the order of Lender all
      amounts outstanding under this Note as advanced by Lender from time to time
      pursuant to the Loan Agreement, together with interest on all unpaid balances
      from the date of such advances made under this Note at the interest rate set
      forth in this Note, together with all other amounts due hereunder or under
      the
      Loan Documents. This Note evidences a Revolving Loan (the “Loan”), such that,
      prior to the Expiration Date, and provided no Defaults or Events of Default
      exist under this Note or under the other Loan Documents, Borrower may from
      time
      to time, borrow, repay and re-borrow principal under this Note in accordance
      with the provisions of the Loan Agreement.

    


    3. INTEREST:
      During the term of this Note and at Borrower’s written election for each
      requested advance, advances under this Note shall accrue interest at either:
      (i)
      a fluctuating per annum rate of interest equal to the sum of the Prime Rate
      (as
      defined in Rider
      A
      entitled
“Citizens Bank Standard LIBOR Provisions” attached hereto and made a part
      hereof) plus
      one half
      of one percent (0.50%); or (ii) a fluctuating per annum rate of interest equal
      to the Adjusted LIBOR Rate plus
      the
      LIBOR Rate Margin (as such terms are defined in Rider
      A). 

     

    
      
        

      

    

    Revolving
      Note

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Interest
      shall be calculated on the basis of the number of actual days elapsed and a
      360-day year in the case of LIBOR Rate Loans and on the basis of the number
      of
      actual days elapsed and a 365/366-day year in the case of Prime Rate
      Loans.

    


    4. PAYMENTS:
      Borrower shall make payments of interest only on the amounts advanced by Lender
      under this Note (i) with respect to LIBOR Rate Loans, on each Interest Payment
      Date as set forth in Rider
      A; and
      (ii)
      with respect to Prime Rate Loans, monthly in arrears on first day of each
      calendar month during the term of this Note. On the Expiration Date or on such
      earlier date as may be required under the terms of the Loan Agreement, Borrower
      shall pay to Lender the entire then unpaid balance of principal and interest
      under this Note. Any payments on this Note, whether such payment is of a regular
      installment or represents a prepayment shall be made in coin and currency of
      the
      United States of America which is legal tender for the payment of public and
      private debts, in immediately available funds, to Lender at Lender's address
      set
      forth or at such other address as Lender may from time to time designate in
      writing.

    


    5. DEFAULT
      INTEREST: During the continuance of an Event of Default, Lender may, at its
      election, require Borrower to pay, in addition to any other payment due
      hereunder, interest under this Note from and after the date on which such Event
      of Default occurred at the Default Rate (as defined in the Loan Agreement).
      Nothing in this Section 5 or in any other provision of this Note shall
      constitute an extension of the time of payment of the indebtedness
      hereunder.

    


    6. COSTS
      AND
      EXPENSES UPON DEFAULT: After an Event of Default has occurred, in addition
      to
      principal and interest, Lender shall be entitled to collect all costs of
      collection, including, but not limited to, reasonable attorneys’ fees and
      expenses, incurred in connection with the protection or realization of the
      Collateral or in connection with any of Lender's collection efforts, whether
      or
      not suit on this Note is filed, and all such costs and expenses shall be payable
      on demand and until paid shall also be secured by any collateral held by Lender
      as security for Borrower’s obligations to Lender.

    


    7. APPLICATION
      OF PAYMENTS: Unless there is a continuing Event of Default, all payments
      hereunder shall be applied first to interest which is due and payable under
      this
      Note and then to principal due and payable under this Note. If an Event of
      Default has occurred, such payments may be applied to sums due under this Note
      or under the other Loan Documents in any order and combination that Lender
      may,
      in its sole and absolute discretion, determine. 

    


    8. PERMITTED
      PREPAYMENT: Borrower shall have the right to prepay the Loan in whole, or in
      part, together with any other amounts which may be due hereunder or under any
      of
      the Loan Documents at any time, provided that, for any portion of the Note
      accruing interest as a LIBOR Rate Loan, Borrower shall be liable for any LIBOR
      Breakage Fee which may be due as set forth in Rider
      A
      to this
      Note. Borrower agrees to indemnify and hold Lender harmless from and against
      all
      loss, cost or expense which Lender may sustain or incur as a consequence of
      default by Borrower in prepayment of any portion of the Loan and accrued
      interest thereon, (i) after having given notice that prepayment will occur,
      and
      (ii) on prepayment following accelerations during the continuance of an Event
      of
      Default, including, but not limited to, any such loss or expense arising from
      interest or fees payable by Lender to lenders of funds obtained by Lender in
      order to make or maintain the Loan. This indemnification shall survive the
      payment of the outstanding Loan Amount. The certificate of Lender as to any
      additional amounts payable pursuant to this grammatical paragraph shall, absent
      manifest error, be final, conclusive and binding upon Borrower. Lender shall
      provide evidence of any costs incurred by Lender.

     

      
        

      

    

    
      Revolving
        Note

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    9. ILLEGALITY
      OF LOAN: Borrower hereby agrees to pay to Lender on demand (i) all costs and
      expenses of Lender in connection with, and any stamp or other taxes or charges
      (including filing fees) payable with respect to, this Note and the enforcement
      hereof; and (ii) any amount necessary to compensate it for any losses or costs
      (including funding costs) sustained by it as a consequence of any default by
      Borrower hereunder, and (b) any increased costs Lender may sustain in
      maintaining the borrowing evidenced hereby as provided in Section 10 of the
      Loan
      Agreement.

    


    10. WAIVERS:
      Borrower irrevocably waives presentment for payment, demand, notice of
      nonpayment, notice of intention to accelerate the maturity of this Note,
      diligence in collection, commencement of suit against any obligor, notice of
      protest, and protest of this Note and all other notices in connection with
      the
      delivery, acceptance, performance, default or enforcement of the payment of
      this
      Note, before or after the maturity of this Note, with or without notice to
      Borrower, and agrees that Borrower’s liability shall not be in any manner
      affected by any indulgence, extension of time, renewal, waiver or modification
      granted or consented to by Lender. Borrower consents to any and all extensions
      of time, renewals, waivers or modifications that may be granted by Lender with
      respect to the payment or other provisions of this Note, and to any
      substitution, exchange or release of the collateral for this Note, or any part
      thereof, with or without substitution of said collateral. Any delay on the
      part
      of Lender in exercising any right under this Note shall not operate as a waiver
      of any such right, and any waiver granted or consented to on one occasion shall
      not operate as a waiver in the event of any subsequent default.

    


    BORROWER
      HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY PROCEEDINGS
      HEREAFTER INSTITUTED BY OR AGAINST BORROWER IN RESPECT OF THIS NOTE OR ARISING
      OUT OF ANY DOCUMENT, INSTRUMENT OR AGREEMENT EVIDENCING, GOVERNING OR SECURING
      THIS NOTE, INCLUDING ALL LOAN DOCUMENTS.

    

      
        
          

        

      

      Revolving
        Note

    

    
       

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    11. NO
      USURY:
      Lender and Borrower intend to comply at all times with applicable usury laws.
      If
      at any time such laws would ever render usurious any amounts called for under
      this Note or the other Loan Documents, then it is Borrower’s and Lender’s
      express intention that Borrower shall not be required to pay interest on this
      Note at a rate in excess of the maximum lawful rate, that the provisions of
      this
      Section 12 shall control over all other provisions of this Note and the Loan
      Documents which may be in apparent conflict herewith, that such excess amount
      shall be credited to the principal balance of this Note (or, if this Note has
      been fully paid, refunded by Lender to Borrower), and the provisions hereof
      shall be reformed and the amounts thereafter collectible under this Note
      reduced, without the necessity of the execution of any further documents, so
      as
      to comply with the then applicable law, but so as to permit the recovery by
      Lender of the fullest amount otherwise called for under this Note. Any such
      crediting or refund shall not cure or waive any default by Borrower under this
      Note or the other Loan Documents. If at any time following any reduction in
      the
      interest rate payable by Borrower there remains unpaid any principal amount
      under this Note and the maximum interest rate allowed by applicable law is
      increased or eliminated, then the interest rate payable under this Note shall
      be
      readjusted, to the extent not prohibited by applicable law, so that the dollar
      amount of interest payable hereunder shall be equal to the dollar amount of
      interest which would have been paid by Borrower without giving effect to the
      reduction in interest resulting from compliance with applicable usury laws.
      Borrower agrees that in determining whether or not any interest payable under
      this Note or the other Loan Documents exceeds the highest rate allowed by law,
      any non-principal payment (except payments specifically stated in this Note
      or
      in the other Loan Documents to be “interest”), shall, to the maximum extent
      allowed by law, be an expense, fee or premium rather than interest. The term
      “applicable law”, as used in this Note shall mean the laws of The Commonwealth
      of Massachusetts, the state in which the Collateral is located (if other than
      The Commonwealth of Massachusetts) or the laws of the United States, whichever
      laws allow the greater rate of interest, as such laws now exist or may be
      changed or amended or come into effect in the future.

    


    12. ACCELERATION
      AND OTHER REMEDIES: If: an “Event of Default”, as said term is defined in the
      Loan Agreement, occurs after the expiration of any applicable grace period;
      then,
      Lender may, at its option, declare the entire unpaid balance of this Note
      together with interest accrued thereon, to be immediately due and payable and
      Lender may proceed to exercise any rights or remedies that it may have under
      this Note, the Loan Agreement, the other Loan Documents or such other rights
      and
      remedies which Lender may have at law, equity or otherwise.

    


    13. JOINT
      AND
      SEVERAL LIABILITY: The liabilities Borrower and any guarantors of this Note
      are
      joint and several; provided, however, the release by Lender of any one or more
      guarantors shall not release any other person obligated on account of this
      Note.
      No party obligated on account of this Note may seek contribution from any other
      party also obligated unless and until all liabilities to Lender from the party
      from whom contribution is sought have been satisfied in full.

    


    14. SUCCESSORS
      AND ASSIGNS: This Note shall be binding upon Borrower and upon its successors
      and assigns, and shall inure to the benefit of Lender and its successors and
      assigns. Lender may assign this Note and its rights and duties hereunder: (i)
      with the consent of Borrower which shall not be unreasonably withheld, and
      (ii)
      without the consent of the Borrower during the continuance of a Default of
      Event
      of Default.

    


    15. SECURITY:
      This Note is secured by and is entitled to the benefits of the other Loan
      Documents, and all amendments, modifications, supplements, substitutions,
      additions, renewals, replacements and extensions thereof. 

    
      


      
        

      

    

    Revolving
      Note

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    16. COLLECTION:
      Any check, draft, money order or other instrument given in payment of all or
      any
      portion hereof may be accepted by Lender and handled by collection in the
      customary manner, but the same shall not constitute payment hereunder or
      diminish any rights of Lender except to the extent that actual cash proceeds
      of
      such instrument are unconditionally received by Lender and applied to this
      indebtedness in the manner elsewhere herein provided.

    


    17. AMENDMENTS:
      This Note may be changed or amended only by an agreement in writing signed
      by
      the party against whom enforcement is sought.

    


    18. GOVERNING
      LAW: This Note is given to evidence debt for business or commercial purposes,
      is
      being delivered to Lender at one of its offices in The Commonwealth of
      Massachusetts and shall be governed by and construed under the laws of said
      Commonwealth. 

    


    19. CONSENT
      TO JURISDICTION Borrower and Lender agree that any action or proceeding to
      enforce or arising out of this Note may be commenced in any court of the
      Commonwealth of Massachusetts sitting in the counties of Suffolk or Middlesex,
      or in the District Court of the United States for the District of Massachusetts,
      and Borrower waives personal service of process and agrees that a summons and
      complaint commencing an action or proceeding in any such court shall be properly
      served and confer personal jurisdiction if served by registered or certified
      mail to Borrower, or as otherwise provided by the laws of the Commonwealth
      of
      Massachusetts or the United States of America.

    


    20. WAIVER
      OF
      JURY TRIAL. BORROWER AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND
      INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE OR HEREAFTER HAVE TO A TRIAL BY
      JURY
      IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
      THIS
      NOTE. Borrower hereby certifies that neither Lender nor any of its
      representatives, agents or counsel has represented, expressly or otherwise,
      that
      Lender would not, in the event of any such suit, action or proceeding, seek
      to
      enforce this waiver of right to trial by jury. Borrower acknowledges that Lender
      has been induced to enter into this Note and the Loan Agreement by, among other
      things, this waiver. Borrower acknowledges that it has read the provisions
      of
      this Note and in particular, this section; has consulted legal counsel;
      understands the right it is granting in this Note and is waiving in this section
      in particular; and makes the above waiver knowingly, voluntarily and
      intentionally.

    


    21. CAPTIONS:
      All paragraph and subparagraph captions are for convenience of reference only
      and shall not affect the construction of any provision herein.

    


    [Remainder
      of Page Intentionally Left Blank]

    
      


      
        

      

      Revolving
        Note

      
        
        

      

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, this Note has been executed and delivered under seal this
      30th
      day of June, 2008.

    

      
        	
                WITNESS
                  AS TO ALL SIGNATURES:

              	
                BORROWER:

              
	 	
                iCAD,
                  INC.

              
	 	 
	
                /s/Annette
                  Heroux                                                            

              	
                By:
                   /s/Darlene
                  Deptula-Hicks                                        
                  

              
	 	
                Name:
                  Darlene Deptula-Hicks

              
	 	
                Title:   Chief
                  Financial Officer

              


      

      
        


        
          

        

        Revolving
          Note

        
          
          

        

      

      
        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

    

    RIDER
      A

    


    PROVISIONS
      FOR RBS CITIZENS LIBOR RATE LOANS

     

    BORROWER:
      iCAD, INC.

     

    1.
       Certain
      Definitions.

    


    “Adjusted
      LIBOR Rate”
means,
      relative to a LIBOR Rate Loan, a rate per annum determined by dividing (x)
      the
      LIBOR Rate for such Interest Period by (y) a percentage equal to one hundred
      percent (100.0%) minus the LIBOR Reserve Percentage.

    


    “Business
      Day”
      means:

    


    
      	
            	(a)	
              any
                day which is neither a Saturday or Sunday nor a legal holiday on
                which
                commercial banks are authorized or required to be closed in New York,
                New
                York;

            


    

    


    
      	
            	(b)	
              when
                such term is used to describe a day on which a borrowing, payment,
                prepayment or repayment is to be made in respect of a LIBOR Rate
                Loan, any
                day which is (i) neither a Saturday or Sunday nor a legal holiday
                on which
                commercial banks are authorized or required to be closed in New York
                City;
                and (ii) a London Banking Day; and 

            


    

    


    
      	
            	(c)	
              when
                such term is used to describe a day on which an interest rate
                determination is to be made in respect of a LIBOR Rate Loan, any
                day which
                is a London Banking Day.

            


    

    


    “Funding
      Date”
means
      the 30th day of June, 2008.

    


    “Interest
      Payment Date”
means,
      in the case of LIBOR Loans, the last Business Day of each LIBOR Interest Period
      or, in the case of Prime Rate Loans, the first Business Day of each
      month.

    


    “LIBOR
      Interest Period”
means,
      in the case of a LIBOR Rate Loan:

    


    
      	
            	(i)	
              initially,
                the period beginning on (and including) the borrowing or conversion
                date
                (as the case may be) and ending on (but excluding) the day which
                numerically corresponds to such date one, two, three or six months
                thereafter, as selected by Borrower (or, if such month has no numerically
                corresponding day, on the last Business Day of such month);
                and

            


    

    


    
      	
            	(ii)	
              thereafter,
                each period commencing on the last day of the next preceding LIBOR
                Interest Period and ending one, two, three or six months thereafter,
                as
                selected by Borrower;

            


    

    


    
      provided,
        however,
        that

    

     
      
        

      

      Revolving
        Note

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    
      	
            	(a)	
              if
                such LIBOR Interest Period would otherwise end on a day which is
                not a
                Business Day, such LIBOR Interest Period shall end on the next following
                Business Day unless such day falls in the next calendar month, in
                which
                case such LIBOR Interest Period shall end on the first preceding
                Business
                Day; and

            


    

    


    
      	
            	(b)	
              no
                LIBOR Interest Period may end later than the termination of this
                Agreement.

            


    

    


    “LIBOR
      Rate”
means,
      relative to any LIBOR Interest Period for a LIBOR Rate Loan, the offered rate
      for deposits of U.S. Dollars in an amount approximately equal to the amount
      of
      the LIBOR Rate Loan for such LIBOR Interest Period which the British Bankers’
Association fixes as its LIBOR rate as of 11:00 a.m. London time on the day
      which is two London Banking Days prior to the beginning of such LIBOR Interest
      Period. If Lender cannot determine such offered rate by the British Bankers’
Association, Lender may, in its discretion, select a replacement index based
      on
      the arithmetic mean of the quotations, if any, of the interbank offered rate
      by
      first class banks in London or New York for deposits in comparable amounts
      and
      maturities.

    


    “LIBOR
      Rate Loan”
means
      the Loan for the period(s) when the rate of interest applicable to the Loan
      is
      calculated by reference to the Adjusted LIBOR Rate in the manner set forth
      herein.

    


    “LIBOR
      Rate Margin”
means
      two and three quarters percent (2.75%) per annum.

    


    “LIBOR
      Reserve Percentage”
means,
      relative to any day of any LIBOR Interest Period, the maximum aggregate (without
      duplication) of the rates of reserve requirements (including all basic,
      emergency, supplemental, marginal and other reserves and taking into account
      any
      transitional adjustments or other scheduled changes in reserve requirements)
      under any regulations of the Board of Governors of the Federal Reserve System
      (the “Board”) or other governmental authority having jurisdiction with respect
      thereto as issued from time to time and then applicable to assets or liabilities
      consisting of “Eurocurrency Liabilities”, as currently defined in Regulation D
      of the Board, having a term approximately equal or comparable to such Interest
      Period.

    


    “Loan”
means
      all amounts outstanding under the Note and/or advanced pursuant to the Loan
      Agreement.

    


    “London
      Banking Day”
means
      a
      day on which dealings in US dollar deposits are transacted in the London
      interbank market.

    


    “Maturity
      Date”
means
      June 30, 2009, unless accelerated sooner pursuant to the terms
      hereof.

    


    “Note”
means
      that certain Revolving Note of even date herewith in the principal amount of
      $5,000,000.00 made payable by Borrower to the order, and for the benefit, of
      Lender.

    


    “Prime
      Rate”
shall
      mean a rate per annum equal to the rate of interest announced by Lender in
      Boston, MA from time to time as its “Prime Rate”. Any change in the Prime Rate
      shall be effective immediately from and after such change in the Prime Rate.
      Interest accruing by reference to the Prime Rate shall be calculated on the
      basis of actual days elapsed and a 365/366-day year. Borrower acknowledges
      that
      Lender may make loans to its customers above, at or below the Prime
      Rate.

     

    
      
        

      

      Revolving
        Note

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    “Prime
      Rate Loan”
means
      any Loan for the period(s) when the rate of interest applicable to such Loan
      is
      calculated by reference to the Prime Rate.

    


    “Prime
      Rate Margin”
means
      one half of one percent (0.50%) per annum.

    


    2.
       Borrowing
      Procedures.

    


    2.1
       Funding
      of the Loan.
      On the
      Funding Date, subject to the terms and conditions of this Agreement, the Loan
      shall be made available to Borrower no later than 11:00 a.m. New York time
      by a
      deposit to the Account (or as otherwise instructed by Borrower in writing)
      in
      the full principal amount of the Loan. Unless otherwise prohibited by this
      Agreement, the Loan shall initially be classified as a LIBOR Rate
      Loan.

    


    3.
       Interest
      Provisions.

    


    3.1
       Interest
      Provisions.
      Interest
      on the outstanding principal amount of the Loan, when classified as a: (i)
      LIBOR
      Rate Loan, shall accrue during each LIBOR Interest Period at a rate per annum
      equal to the sum of the Adjusted LIBOR Rate for such LIBOR Interest Period
      plus
      the LIBOR Rate Margin and shall be due and payable on each Interest Payment
      Date
      with respect to LIBOR Rate Loans and on the Maturity Date, and (ii) Prime Rate
      Loan, shall accrue at a rate per annum equal to the sum of the Prime Rate plus
      the Prime Rate Margin, and shall be due and payable on each Interest Payment
      Date with respect to Prime Rate Loans and on the Maturity Date. 

    


    3.2
       Automatic
      Rollover of LIBOR Rate Loan.
      Unless
      Borrower submits a Notice of Borrowing, upon the expiration of a LIBOR Interest
      Period, the LIBOR Rate Loan shall automatically be continued as a LIBOR Rate
      Loan at the then applicable Adjusted LIBOR Rate and in an amount equal to the
      principal amount of the expiring LIBOR Rate Loan less
      any
      Principal Repayment Amount made by Borrower; provided, however,
      that no
      portion of the outstanding principal amount of a LIBOR Rate Loan may be
      continued as a LIBOR Rate Loan when any Event of Default has occurred and is
      continuing. If any Event of Default has occurred and is continuing (if Lender
      does not otherwise elect to exercise any right to accelerate the Loan
      hereunder), the LIBOR Rate Loan shall automatically be continued as a Prime
      Rate
      Loan on the first day of the next Interest Period.

    


    4.
       Miscellaneous
      LIBOR Rate Loan Terms.

    


    4.1
       Voluntary
      Prepayment of the LIBOR Rate Loan.
      When
      classified as a LIBOR Rate Loan, the Loan may be prepaid upon the terms and
      conditions set forth herein. Borrower shall give Lender, no later than 10:00
      a.m., New York City time, at least four (4) Business Days notice of any proposed
      prepayment of the LIBOR Rate Loan, specifying the proposed date of payment
      and
      the principal amount to be paid. Each partial prepayment of the principal amount
      of the LIBOR Rate Loan shall be in an integral multiple of $100,000.00 and
      accompanied by the payment of all charges outstanding on the LIBOR Rate Loan
      (including the LIBOR Breakage Fee) and of all accrued interest on the principal
      repaid to the date of payment.

     
      
        

      

      Revolving
        Note

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      4.2
         LIBOR
        Breakage Fee.
        Upon
        any prepayment of a LIBOR Rate Loan on any day that is not the last day of
        the
        relevant LIBOR Interest Period (regardless of the source of such prepayment
        and
        whether voluntary, by acceleration or otherwise), Borrower shall pay an amount
        (“LIBOR Breakage Fee”), as calculated by Lender, equal to the interest which
        would have been paid on the prepaid amount for the period from such prepayment
        until the last day of the applicable LIBOR Interest Period, at the applicable
        rate of interest for such LIBOR Rate Loan over the amount of interest reasonably
        determined by Lender on such amount if such amount were invested for a
        comparable period of time in obligations of the US Treasury. Borrower
        understands, agrees and acknowledges that: (i) Lender does not have any
        obligation to purchase, sell and/or match funds in connection with the use
        of
        the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR
        Rate
        Loan, (ii) the LIBOR Rate may be used merely as a reference in determining
        such
        rate, and (iii) Borrower has accepted the LIBOR Rate as a reasonable and
        fair
        basis for calculating the LIBOR Breakage Fee. Borrower further agrees to
        pay the
        LIBOR Breakage Fee, whether or not Lender elects to purchase, sell and/or
        match
        funds.

    

    


    4.3
       LIBOR
      Rate Lending Unlawful.
      If
      Lender shall determine (which determination shall, upon notice thereof to
      Borrower be conclusive and binding on Borrower) that the introduction of or
      any
      change in or in the interpretation of any law, rule, regulation or guideline,
      (whether or not having the force of law) makes it unlawful, or any central
      bank
      or other governmental authority asserts that it is unlawful, for Lender to
      make,
      continue or maintain the Loan as, or to convert the Loan into, a LIBOR Rate
      Loan, then any such LIBOR Rate Loans shall, upon such determination, forthwith
      be suspended until Lender shall notify Borrower that the circumstances causing
      such suspension no longer exist, and all LIBOR Rate Loans of such type shall
      automatically convert into Prime Rate Loans at the end of the then current
      Interest Periods with respect thereto or sooner, if required by such law and
      assertion.

    


    4.4
       Increased
      Costs.
      If, on
      or after the date hereof, the adoption of any applicable law, rule or regulation
      or guideline (whether or not having the force of law), or any change therein,
      or
      any change in the interpretation or administration thereof by any governmental
      authority, central bank or comparable agency charged with the interpretation
      or
      administration thereof, or compliance by Lender with any request or directive
      (whether or not having the force of law) of any such authority, central bank
      or
      comparable agency:

    


    
      	 	
              (a)
                

            	
              shall
                impose, modify or deem applicable any reserve, special deposit or
                similar
                requirement (including, without limitation, any such requirement
                imposed
                by the Board of Governors of the Federal Reserve System of the United
                States) against assets of, deposits with or for the account of, or
                credit
                extended by, Lender or shall impose on Lender or on the London interbank
                market any other condition affecting the LIBOR Rate Loan or its obligation
                to make the LIBOR Rate Loan; or

            


    

     
      
        

      

      Revolving
        Note

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (b)
                

            	
              shall
                impose on Lender any other condition affecting the LIBOR Rate Loan
                or its
                obligation to make the LIBOR Rate Loan, and the result of any of
                the
                foregoing is to increase the cost to Lender of making or maintaining
                the
                Loan as a LIBOR Rate Loan, or to reduce the amount of any sum received
                or
                receivable by Lender under this Agreement with respect thereto, by
                an
                amount deemed by Lender to be material,


            


    

    


    then,
      within 30 days after demand by Lender, Borrower shall pay to Lender such
      additional amount or amounts as will compensate Lender for such increased cost
      or reduction; provided, however, that Borrower shall not be obligated to pay
      such additional amount or amounts to the extent that the Adjusted LIBOR Rate
      is
      increased by application of the LIBOR Reserve Percentage with respect to any
      of
      the events described in paragraphs (a) and (b) above.

    


    4.5
       Increased
      Capital Costs.
      If any
      change in, or the introduction, adoption, effectiveness, interpretation,
      reinterpretation or phase-in of, any law or regulation, directive, guideline,
      decision or request (whether or not having the force of law) of any court,
      central bank, regulator or other governmental authority affects the amount
      of
      capital required or expected to be maintained by Lender, or person controlling
      Lender, and Lender determines (in its sole and absolute discretion) that the
      rate of return on its or such controlling person’s capital as a consequence of
      its commitments or the Loan made by Lender is reduced to a level below that
      which Lender or such controlling person could have achieved but for the
      occurrence of any such circumstance, then, in any such case upon notice from
      time to time by Lender to Borrower, Borrower shall, within 30 days of Lender’s
      demand therefor, pay directly to Lender additional amounts sufficient to
      compensate Lender or such controlling person for such reduction in rate of
      return. A statement of Lender as to any such additional amount or amounts
      (including calculations thereof in reasonable detail) shall, in the absence
      of
      manifest error, be conclusive and binding on Borrower. In determining such
      amount, Lender may use any method of averaging and attribution that it uses
      with
      respect to other similarly situated customers of Lender.

    


    4.6
       Taxes.
      All
      payments by Borrower of principal of, and interest on, the LIBOR Rate Loan
      and
      all other amounts payable hereunder shall be made free and clear of and without
      deduction for any present or future income, excise, stamp or franchise taxes
      and
      other taxes, fees, duties, withholdings or other charges of any nature
      whatsoever imposed by any taxing authority, but excluding franchise taxes and
      taxes imposed on or measured by Lender’s net income or receipts (such
      non-excluded items being called “Taxes”). In the event that any withholding or
      deduction from any payment to be made by Borrower hereunder is required in
      respect of any Taxes pursuant to any applicable law, rule or regulation, then
      Borrower will:

    


    
      	 	
              (a)
                

            	
              pay
                directly to the relevant authority the full amount required to be
                so
                withheld or deducted;

            


    

    


    
      	 	
              (b)
                

            	
              promptly
                forward to Lender an official receipt or other documentation satisfactory
                to Lender evidencing such payment to such authority;
                and

            


    

     
      
        

      

      Revolving
        Note

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    
      	 	
              (c)
                

            	
              pay
                to Lender such additional amount or amounts as is necessary to ensure
                that
                the net amount actually received by Lender will equal the full amount
                Lender would have received had no such withholding or deduction been
                required.

            


    

    


    Moreover,
      if any Taxes are directly asserted against Lender with respect to any payment
      received by Lender hereunder, Lender may pay such Taxes and Borrower will
      promptly pay such additional amount (including any penalties, interest or
      expenses) as is necessary in order that the net amount received by Lender after
      the payment of such Taxes (including any Taxes on such additional amount) shall
      equal the amount Lender would have received had not such Taxes been
      asserted.

    


    If
      Borrower fails to pay any Taxes when due to the appropriate taxing authority
      or
      fails to remit to Lender the required receipts or other required documentary
      evidence, Borrower shall indemnify Lender for any incremental Taxes, interest
      or
      penalties that may become payable by Lender as a result of any such
      failure.

    


    4.7
       Unavailability
      of LIBOR Rate.
      In the
      event that Borrower shall have requested a LIBOR Rate Loan in accordance with
      the Loan Agreement and Lender, in its sole discretion, shall have determined
      that U.S. dollar deposits in the relevant amount and for the relevant LIBOR
      Interest Period are not available to Lender in the London interbank market;
      or
      by reason of circumstances affecting Lender in the London interbank market,
      adequate and reasonable means do not exist for ascertaining the LIBOR Rate
      applicable to the relevant LIBOR Interest Period; or the LIBOR Rate no longer
      adequately and fairly reflects Lender’s cost of funding loans; upon notice from
      Lender to Borrower, the obligations of Lender under the Loan Agreement to make
      or continue any loans as, or to convert any loans into, LIBOR Rate Loans of
      such
      duration shall forthwith be suspended until Lender shall notify Borrower that
      the circumstances causing such suspension no longer exist.

     
      
        

      

      Revolving
        Note