|FORM OF PROMISSORY NOTE(NOT NEGOTIABLE)January 25,
      2005
|-------------------------------------------------------------



|$100,000
|--------

FOR VALUE RECEIVED, Randolph S. Hudson, an
individual primarily residing in the State of New York, entitled to receive mail
at Post Office Box 202, Wyoming, New York 14591-0202 (the "Maker"), promises to
pay to the order of James W. Margulies, an individual principally residing in
the State of Ohio, entitled to receive mail at Suite 250, 30100 Chagrin
Boulevard, Pepper Pike, Ohio 44124 (the "Holder"), or at such other place as the
Holder hereof may from time to time designate in writing, in lawful money of the
United States of America, the principal sum of One Hundred Thousand and 00/100
($100,000).

1. Payment Terms. The Maker shall pay the principal together with
all accrued interest in one installment of $100,000, or, by default until such
date as the entire principal balance has been fully paid. The payment is due and
payable to the Holder hereof on or before May 24, 2005.

2. Prepayment Permitted. The Maker shall have the right to prepay
the unpaid principal thereon in whole or in part at any time at his option,
without penalty beyond the day and date of any such prepayment.

3. Security. This Note is the Promissory Note referred to in, and
is secured by the collateral in that certain pledge and security agreement of
even date herewith by and between the Maker, as pledgor, and the Holder, as
pledgee (the "Pledge and Security Agreement"), and entitled to the benefits
thereof.

4. Default. If the Maker shall fail to make full payment hereunder
within ten (10) calendar days of when due, or shall breach any other provisions
hereof, or of the Pledge and Security Agreement, or upon the occurrence of an
event of default under the Pledge and Security Agreement, the Holder of this
Note shall have the right to accelerate this Note and to cause all of the unpaid
principal of this Note to become immediately due and payable without notice or
demand, and said unpaid principal shall bear interest from such date of default
at the maximum rate permitted by law and compounded annually; it being agreed
that interest not paid when due shall, at the option of the Holder hereof, be
added to the principal and shall draw interest at the rate provided in this
paragraph. Failure to exercise any option shall not constitute a waiver of any
right of the Holder hereof to exercise the same in the event of any subsequent
default.

5. Collection Costs. In the event that suit be brought hereon, or
an attorney or solicitor be employed or

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expenses incurred to compel payment of this Note, or any portion of
the indebtedness evidenced hereby, or otherwise to enforce the Maker's
obligations hereunder or under the Pledge and Security Agreement or any related
documents, the Maker promises to pay all such reasonable expenses and attorneys'
fees and disbursements, including all fees and costs incurred by the Holder of
this Note on appeal and in connection with any bankruptcy proceeding.

6. Waiver of Presentment, Notice, Etc. The Maker of this

Note hereby waives presentment, protest and demand, notice of
protest and demand, notice of dishonor and/or nonpayment, and specifically
consents to waive notice of (a) any renewals or extensions of this Note, whether
made in favor of the Maker or any other person or entities, (b) the release,
addition, or substitution of all or any part of the

Margulies Promissory Note, January 25, 2005, Page 1 of 2

security for the payment hereof, and (c) the release, addition, or
substitution of any party directly or indirectly liable for the obligations and
indebtedness represented hereby.

7. Governing Law. This Agreement shall be construed in accordance
with, and governed by the substantive laws of, the State of New York, without
reference to principles governing choice or conflicts of laws.

8. No Waiver. The failure of the Holder of this Note at any time to
require performance by the Maker of any one or more of the provisions of this
Note shall not affect the right to require such performance at any time
thereafter, nor shall the waiver by the Holder hereof of a breach of any term or
provision of this Note be interpreted or held to be a waiver of any succeeding
breach of such term or provision or as a waiver of the term or provision
itself.

IN WITNESS WHEREOF, the Maker has executed
this Note as of the day, month, and year first written above.



|RANDOLPH
      S. HUDSON("Maker")
      Non-Negotiable Form of Note (For SEC
      Reference Purposes Only)
|-----------------------------------------------------------------------------------------------------------

_____________________________________________Randolph S.
Hudson

Margulies Promissory Note, January 25, 2005, Page 2 of 2

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