Exhibit 10.1


 


01.31.2013


 


Modern
Holdings Inc.


89 Summit Avenue, 2nd floor


Summit,
NJ 07901


USA


 


Attn:Jay
Murray


 


Gentlemen:


 


We are pleased to advise you that you may request loans from us from
time to lime subject to following terms and conditions.


	Facility:	 Uncommitted line of Credit (“Line”)
	 	 
	Amount:	 $1.000.000 at any one time outstanding.
	 	 
	Utilization:	Until otherwise advised by us, utilization under     this Line will be in the
    form of demand loans (each, a “Loan” and collectively, the “Loans”)     in an aggregate
    principal amount not to exceed $1.000.000.
	 	 
	 	Loans made under this Line shall be evidenced
    by a demand promissory note executed by you and satisfactory to us in form and substance (the “Promissory Note”)
    and shall be governed by the provisions of the Promissory Note and this letter. In the event you desire to obtain a Loan,
    you shall notify us in writing executed by your authorized representative no later than 11:00 AM New York time the day of
    borrowing (which shall be a Banking Day), specifying the principal amount of such Loan. The Bank shall be under no obligation,
    in any instance, to extend any credit to you hereunder, which decision rests solely within the Bank's discretion, irrespective
    of your compliance with any of the terms of this letter, the Promissory Note or of any documents or instruments now or hereafter
    delivered in connection herewith.
	 	 
	 	For purposes hereof, a “Banking Day”
    shall mean a day, other than a Saturday or Sunday, on which commercial banks in the State of New York are required or permitted
    to be open.
	 	 
	Interest
Rate:
	Until
otherwise advised by us, the interest rate per annum for Loans will be:

	 	 
	 	Our
                                                           floating Base Rate (Loans bearing interest at this rate being called

        Base Rate Loans).

	 	 
	 	Interest on Loans shall be paid in accordance
    with the Promissory Note. All Loans not paid upon demand and all interest not paid when due will accrue interest until paid
    as specified in the Promissory Note.
	 	 
	 	Anything in this letter to the contrary notwithstanding,
    the obligation of the Borrower to pay interest on the line and the Promissory Note shall be subject to the limitation that
    no payment of such interest shall be required to the extent that receipt of such payment would be contrary to applicable usury
    law.
	 	 
	Facility Fee:	The Borrower agrees to pay to the Bank a Facility calculated at the rate
    per annum of 0.15% on the amount of the Facility Amount annually in advance.
	




    	 



    	 



    


	 	 
	Security:	Unsecured.
	 	 
	Documentation:	As
                                                      a condition to the effectiveness of this Uncommitted Line of Credit, you
                                                      must furnish to us the following:

        -      
        Promissory Note in the form provided by us

        -      
        This Line Letter, signed by you

	 	 





Your obligation to pay
principal and interest in respect of Loans made under this Line will be evidenced by and subject to the terms of the Promissory
Note. You may request Loans under this line of credit at any time prior to 01.31.2014 (the “Termination Date”).
Notwithstanding anything to the contrary set forth herein, we shall be under no obligation, in any instance, to extend any credit
to you hereunder, which decision rests solely within our discretion, irrespective of your compliance with any of the terms of
this letter or of any documents or instruments now or hereafter delivered in connection herewith. We reserve the right to cancel
the availability of this Line in our sole discretion, which cancellation may be exercised without notice and regardless of any
change or absence of change in your condition from that reflected in the most recent financial statements furnished to us prior
to the date of this letter. You agree that you shall reimburse us for all out-of-pocket costs and expenses that we may incur in
connection herewith including, without limitation, costs, and expenses (including legal fees and costs) incurred from time to
time in connection with documenting this facility and Loans hereunder and the enforcement of our rights thereunder and under the
Promissory Note, and all other documents delivered in connection with any of the foregoing.


This letter shall be governed by, and construed
in accordance with, the laws of the State of New York without reference to principles of conflicts of law but including Section
5-1401 of the New York General Obligations Law. Each of the parties hereto consents to the jurisdiction of any state or federal
court sitting in New York, New York with respect to any legal action or proceeding arising out of or related to this letter agreement,
and waives any claim that any such court is not a convenient forum for such action or proceeding.




This letter may not be amended except
by a written amendment duly signed by both parties. This letter may be signed in counterparts, each of which shall be effective
as an original and all of which together shall constitute a single agreement. A signature delivered by electronic transmission
shall be effective as an original hereof.



If the foregoing
is acceptable to you, please so indicate by signing the enclosed copy of this letter in the space provided below and returning
it to us on or before 01.31.2013.


 


Very truly yours,





SVENSKA HANDELSBANKEN AB  (publ),
NEW YORK BRANCH


 





 


	By: 	/s/
    Anders Abelson 	By:	/s/
    Mark Emmett
	 	Name: Anders Abelson	 	Name: Mark Emmett
	 	Title: Senior Vice President	 	Title: Vice President


 


 


 


Agreed
to:


 


Modern
Holdings Inc.


 


	By: 	/s/
    Henry Guy	By:	/s/
    Jay Murray
	 	Name: Henry Guy	 	Name: Jay Murray
	 	Title: President and CEO	 	Title: CFO



 



    	 



    	 



    


DEMAND PROMISSORY NOTE


DEMAND PROMISSORY NOTE (the
“Note”) of the Borrower named below (the “Borrower”) delivered to SVENSKA HANDELSBANKEN AB (publ), NEW YORK
BRANCH, (including any branch, agency or other office thereof, the “Bank”) in New York, New York and dated as of 01.31.2013.



	 1.	Special Terms
	 	 	 
	 	The following terms and provisions shall apply to this Note; definitions of terms in this or other sections of this Note expressed in the singular shall include the plural and vice versa.
	 	 	 
	 	Borrower:
	 	 	 
	 	Modern Holdings Inc.
	 	 	 
	 	Principal Amount of this Note:
	 	 	 
	 	$1.000.000.
	 	 	 
	 	Margins:
	 	 	 
	 	Base Rate Margin: 0%
	 	 	 
	 	Loan Documents:
	 	- Offer Letter, signed
	 	- This Promissory Note
	 	 	 
	 	Minimum Drawdown Amounts:
	 	 	 
	 	Base Rate Loans:
	 	 	 
	 	USD 50,000 (Fifty Thousand)
	 	 	 
	 	Minimum Repayment Amount:
	 	 	 
	 	Base Rate Loans:
	 	 	 
	 	USD 50,000 (Fifty Thousand)
	 	 	 
	2.	Principal
	 	 	 
	 	FOR VALUE RECEIVED, the Borrower promises to pay to the order of the Bank, ON DEMAND, the Principal Amount of this Note specified in Section 1 or, if less, the aggregate unpaid principal amount of all loans (each a “Loan”) made to the Borrower pursuant to the Loan Documents.
	 	 	 
	 	The Borrower shall designate each Loan as a “Base Rate Loan”.
	 	 	 
	 	The term “Banking Day” means a day, other than a Saturday or Sunday, on which commercial banks in the State of New York are required or permitted to be open.
	 	 	 
	3.	Interest
	 	 	 
	 	a.	Base Rate Loans: The Borrower promises to pay interest
    on the unpaid principal amount of each Base Rate Loan from the date thereof until paid, at a rate per annum equal to the Base
    Rate Margin as specified in Section 1 plus the Base Rate from time to time in effect; provided that, in the event that any
    amount hereunder (whether principal or interest) shall not be paid when due, the Borrower shall pay interest at a rate per
    annum equal to the Base Rate Margin as specified in Section 1 plus the Base Rate from time to time in effect plus 2%. Such
    interest shall be computed on the number of days actually elapsed on the basis of a 360-day year and shall be payable on demand
    and, until demand is made, on the last Banking Day of each calendar month.
	 	 	 
	 	 	“Base Rate” shall mean the higher of (i)
    the Prime Rate, or (ii) one half of one percent (1/2%) in excess of the Federal Funds Rate.
	 	 	
	 	 	“Federal Funds Rate” shall mean, for any
    period, the fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates
    on overnight Federal funds transactions as published for such day (or, if such day is not a Banking Day, for the next preceding
    Banking Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Banking
    Day, the average of the quotations for such day on such transactions, as received by the Bank from three Federal funds brokers
    of recognized standing selected by it.
	 	 	
	 	 	“Prime Rate” shall mean the rate announced
    by the Bank from time to time at its principal office in New York City as its prime lending rate for domestic commercial loans.
    Such rate shall not be deemed to mean the best rate offered by the Bank to domestic borrowers with respect to such loans.
    Each change in the prime lending rate shall result in a corresponding change in the interest rate and such change shall be
    effective on the effective date of the change in the Prime Rate announced by the Bank.



    	 



    	 



    


 



“Quoted Rate” means, with respect to any Loan hereunder, the
Base Rate plus in each case the applicable Margin at which interest shall accrue thereon, such Quoted Rate to be elected by the
Borrower pursuant to Section 2 hereof.




	4.	Funding and Yield Protection.






		a.	If,
                                                                                                                              on
                                                                                                                              or
                                                                                                                              after
                                                                                                                              the
                                                                                                                              date
                                                                                                                              of
                                                                                                                              this
                                                                                                                              Note,
                                                                                                                              the
                                                                                                                              adoption
                                                                                                                              of
                                                                                                                              any
                                                                                                                              law
                                                                                                                              or
                                                                                                                              any
                                                                                                                              governmental
                                                                                                                              or
                                                                                                                              quasi-governmental
                                                                                                                              rule,
                                                                                                                              regulation,
                                                                                                                              policy,
                                                                                                                              guideline
                                                                                                                              or
                                                                                                                              directive
                                                                                                                              (whether
                                                                                                                              or
                                                                                                                              not
                                                                                                                              having
                                                                                                                              the
                                                                                                                              force
                                                                                                                              of
                                                                                                                              law),
                                                                                                                              or
                                                                                                                              any
                                                                                                                              change
                                                                                                                              in
                                                                                                                              any
                                                                                                                              law,
                                                                                                                              regulation
                                                                                                                              or
                                                                                                                              treaty,
                                                                                                                              or
                                                                                                                              in
                                                                                                                              the
                                                                                                                              interpretation,
                                                                                                                              promulgation,
                                                                                                                              implementation
                                                                                                                              or
                                                                                                                              administration
                                                                                                                              thereof
                                                                                                                              by
                                                                                                                              any
                                                                                                                              governmental
                                                                                                                              or
                                                                                                                              quasi-governmental
                                                                                                                              authority,
                                                                                                                              central
                                                                                                                              bank
                                                                                                                              or
                                                                                                                              comparable
                                                                                                                              agency
                                                                                                                              charged
                                                                                                                              with
                                                                                                                              the
                                                                                                                              interpretation
                                                                                                                              or
                                                                                                                              administration
                                                                                                                              thereof
                                                                                                                              including,
                                                                                                                              notwithstanding
                                                                                                                              the
                                                                                                                              foregoing,
                                                                                                                              all
                                                                                                                              requests,
                                                                                                                              rules,
                                                                                                                              guidelines
                                                                                                                              or
                                                                                                                              directives
                                                                                                                              in
                                                                                                                              connection
                                                                                                                              with
                                                                                                                              the
                                                                                                                              Dodd-Frank
                                                                                                                              Wall
                                                                                                                              Street
                                                                                                                              Reform
                                                                                                                              and
                                                                                                                              Consumer
                                                                                                                              Protection
                                                                                                                              Act
                                                                                                                              regardless
                                                                                                                              of
                                                                                                                              the
                                                                                                                              date
                                                                                                                              enacted,
                                                                                                                              adopted
                                                                                                                              or
                                                                                                                              issued,
                                                                                                                              or
                                                                                                                              compliance
                                                                                                                              by
                                                                                                                              the
                                                                                                                              Bank
                                                                                                                              with
                                                                                                                              any
                                                                                                                              request
                                                                                                                              or
                                                                                                                              directive
                                                                                                                              (whether
                                                                                                                              or
                                                                                                                              not
                                                                                                                              having
                                                                                                                              the
                                                                                                                              force
                                                                                                                              of
                                                                                                                              law)
                                                                                                                              of
                                                                                                                              any
                                                                                                                              such
                                                                                                                              authority
                                                                                                                              charged
                                                                                                                              with
                                                                                                                              the
                                                                                                                              interpretation
                                                                                                                              or
                                                                                                                              administration
                                                                                                                              thereof,
                                                                                                                              shall
                                                                                                                              in
                                                                                                                              the
                                                                                                                              determination
                                                                                                                              of
                                                                                                                              the
                                                                                                                              Bank:





		(i)	subject
                                                                                                                               the
                                                                                                                               Bank
                                                                                                                               to
                                                                                                                               any
                                                                                                                               tax,
                                                                                                                               levy
                                                                                                                               or
                                                                                                                               other
                                                                                                                               governmental
                                                                                                                               charge
                                                                                                                               with
                                                                                                                               respect
                                                                                                                               to
                                                                                                                               this
                                                                                                                               Note
                                                                                                                               or
                                                                                                                               the
                                                                                                                               Loans
                                                                                                                               or
                                                                                                                               change
                                                                                                                               the
                                                                                                                               basis
                                                                                                                               of
                                                                                                                               taxation
                                                                                                                               of
                                                                                                                               payments
                                                                                                                               by
                                                                                                                               the
                                                                                                                               Borrower
                                                                                                                               to
                                                                                                                               the
                                                                                                                               Bank
                                                                                                                               in
                                                                                                                               respect
                                                                                                                               of
                                                                                                                               this
                                                                                                                               Note
                                                                                                                               (other
                                                                                                                               than
                                                                                                                               any
                                                                                                                               tax
                                                                                                                               on
                                                                                                                               or
                                                                                                                               measured
                                                                                                                               by
                                                                                                                               the
                                                                                                                               overall
                                                                                                                               net
                                                                                                                               income
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Bank
                                                                                                                               imposed
                                                                                                                               by
                                                                                                                               the
                                                                                                                               jurisdiction
                                                                                                                               under
                                                                                                                               the
                                                                                                                               laws
                                                                                                                               of
                                                                                                                               which
                                                                                                                               the
                                                                                                                               Bank
                                                                                                                               is
                                                                                                                               organized
                                                                                                                               or
                                                                                                                               in
                                                                                                                               which
                                                                                                                               its
                                                                                                                               lending
                                                                                                                               office
                                                                                                                               is
                                                                                                                               located,
                                                                                                                               or
                                                                                                                               any
                                                                                                                               political
                                                                                                                               subdivision
                                                                                                                               thereof);
                                                                                                                               or



 


		(ii)	impose,
                                                                                                                                modify
                                                                                                                                or
                                                                                                                                hold
                                                                                                                                applicable
                                                                                                                                any
                                                                                                                                reserve,
                                                                                                                                special
                                                                                                                                deposit
                                                                                                                                or
                                                                                                                                similar
                                                                                                                                requirement
                                                                                                                                against
                                                                                                                                assets
                                                                                                                                of,
                                                                                                                                deposits
                                                                                                                                or
                                                                                                                                other
                                                                                                                                liabilities
                                                                                                                                of
                                                                                                                                or
                                                                                                                                for
                                                                                                                                the
                                                                                                                                account
                                                                                                                                of,
                                                                                                                                or
                                                                                                                                loans
                                                                                                                                or
                                                                                                                                commitments
                                                                                                                                by,
                                                                                                                                the
                                                                                                                                Bank
                                                                                                                                with
                                                                                                                                respect
                                                                                                                                to
                                                                                                                                this
                                                                                                                                Note
                                                                                                                                or
                                                                                                                                the
                                                                                                                                Loans;
                                                                                                                                or





		(iii)	impose
                                                                                                                                 on
                                                                                                                                 the
                                                                                                                                 Bank
                                                                                                                                 any
                                                                                                                                 other
                                                                                                                                 condition
                                                                                                                                 with
                                                                                                                                 respect
                                                                                                                                 to
                                                                                                                                 this
                                                                                                                                 Note
                                                                                                                                 or
                                                                                                                                 the
                                                                                                                                 Loans;
                                                                                                                                 and,
                                                                                                                                 the
                                                                                                                                 result
                                                                                                                                 of
                                                                                                                                 any
                                                                                                                                 of
                                                                                                                                 the
                                                                                                                                 foregoing
                                                                                                                                 is
                                                                                                                                 to
                                                                                                                                 increase
                                                                                                                                 the
                                                                                                                                 cost
                                                                                                                                 to
                                                                                                                                 the
                                                                                                                                 Bank
                                                                                                                                 of
                                                                                                                                 making
                                                                                                                                 or
                                                                                                                                 maintaining
                                                                                                                                 the
                                                                                                                                 Loans
                                                                                                                                 or
                                                                                                                                 to
                                                                                                                                 reduce
                                                                                                                                 the
                                                                                                                                 amount
                                                                                                                                 of
                                                                                                                                 any
                                                                                                                                 sum
                                                                                                                                 received
                                                                                                                                 or
                                                                                                                                 receivable
                                                                                                                                 by
                                                                                                                                 the
                                                                                                                                 Bank
                                                                                                                                 under
                                                                                                                                 this
                                                                                                                                 Note,
                                                                                                                                 then
                                                                                                                                 the
                                                                                                                                 Borrower
                                                                                                                                 shall
                                                                                                                                 pay
                                                                                                                                 to
                                                                                                                                 the
                                                                                                                                 Bank
                                                                                                                                 on
                                                                                                                                 demand
                                                                                                                                 from
                                                                                                                                 time
                                                                                                                                 to
                                                                                                                                 time
                                                                                                                                 such
                                                                                                                                 additional
                                                                                                                                 amounts
                                                                                                                                 as
                                                                                                                                 may
                                                                                                                                 be
                                                                                                                                 necessary
                                                                                                                                 to
                                                                                                                                 reimburse
                                                                                                                                 the
                                                                                                                                 Bank
                                                                                                                                 for
                                                                                                                                 such
                                                                                                                                 increased
                                                                                                                                 costs
                                                                                                                                 or
                                                                                                                                 to
                                                                                                                                 compensate
                                                                                                                                 the
                                                                                                                                 Bank
                                                                                                                                 for
                                                                                                                                 such
                                                                                                                                 reduced
                                                                                                                                 amounts.



 


		b.	If
                                                                                                                                the
                                                                                                                                Bank
                                                                                                                                shall
                                                                                                                                have
                                                                                                                                determined
                                                                                                                                that
                                                                                                                                the
                                                                                                                                adoption
                                                                                                                                after
                                                                                                                                the
                                                                                                                                date
                                                                                                                                hereof,
                                                                                                                                or
                                                                                                                                any
                                                                                                                                change
                                                                                                                                in
                                                                                                                                the
                                                                                                                                interpretation
                                                                                                                                or
                                                                                                                                application,
                                                                                                                                of
                                                                                                                                any
                                                                                                                                law,
                                                                                                                                rule,
                                                                                                                                regulation
                                                                                                                                or
                                                                                                                                guideline
                                                                                                                                (domestic
                                                                                                                                or
                                                                                                                                foreign)
                                                                                                                                regarding
                                                                                                                                capital
                                                                                                                                adequacy,
                                                                                                                                or
                                                                                                                                compliance
                                                                                                                                by
                                                                                                                                the
                                                                                                                                Bank
                                                                                                                                (or
                                                                                                                                any
                                                                                                                                lending
                                                                                                                                office
                                                                                                                                of
                                                                                                                                the
                                                                                                                                Bank)
                                                                                                                                with
                                                                                                                                any
                                                                                                                                request
                                                                                                                                or
                                                                                                                                directive
                                                                                                                                regarding
                                                                                                                                capital
                                                                                                                                adequacy
                                                                                                                                (whether
                                                                                                                                or
                                                                                                                                not
                                                                                                                                having
                                                                                                                                the
                                                                                                                                force
                                                                                                                                of
                                                                                                                                law)
                                                                                                                                of
                                                                                                                                any
                                                                                                                                governmental
                                                                                                                                authority,
                                                                                                                                central
                                                                                                                                bank
                                                                                                                                or
                                                                                                                                comparable
                                                                                                                                agency,
                                                                                                                                has
                                                                                                                                or
                                                                                                                                would
                                                                                                                                have
                                                                                                                                the
                                                                                                                                effect
                                                                                                                                of
                                                                                                                                reducing
                                                                                                                                the
                                                                                                                                rate
                                                                                                                                of
                                                                                                                                return
                                                                                                                                on
                                                                                                                                the
                                                                                                                                Bank's
                                                                                                                                capital,
                                                                                                                                if
                                                                                                                                any,
                                                                                                                                as
                                                                                                                                a
                                                                                                                                consequence
                                                                                                                                of
                                                                                                                                making
                                                                                                                                or
                                                                                                                                maintaining
                                                                                                                                any
                                                                                                                                commitment
                                                                                                                                or
                                                                                                                                obligations
                                                                                                                                under
                                                                                                                                this
                                                                                                                                Note,
                                                                                                                                to
                                                                                                                                a
                                                                                                                                level
                                                                                                                                below
                                                                                                                                that
                                                                                                                                which
                                                                                                                                the
                                                                                                                                Bank
                                                                                                                                could
                                                                                                                                have
                                                                                                                                achieved
                                                                                                                                but
                                                                                                                                for
                                                                                                                                such
                                                                                                                                applicability,
                                                                                                                                adoption,
                                                                                                                                change
                                                                                                                                or
                                                                                                                                compliance
                                                                                                                                (taking
                                                                                                                                into
                                                                                                                                consideration
                                                                                                                                the
                                                                                                                                Bank's
                                                                                                                                policies
                                                                                                                                with
                                                                                                                                respect
                                                                                                                                to
                                                                                                                                capital
                                                                                                                                adequacy)
                                                                                                                                by
                                                                                                                                an
                                                                                                                                amount
                                                                                                                                deemed
                                                                                                                                by
                                                                                                                                the
                                                                                                                                Bank
                                                                                                                                to
                                                                                                                                be
                                                                                                                                material,
                                                                                                                                then,
                                                                                                                                upon
                                                                                                                                demand
                                                                                                                                by
                                                                                                                                the
                                                                                                                                Bank,
                                                                                                                                the
                                                                                                                                Borrower
                                                                                                                                shall
                                                                                                                                pay
                                                                                                                                to
                                                                                                                                the
                                                                                                                                Bank
                                                                                                                                from
                                                                                                                                time
                                                                                                                                to
                                                                                                                                time
                                                                                                                                as
                                                                                                                                specified
                                                                                                                                by
                                                                                                                                the
                                                                                                                                Bank
                                                                                                                                such
                                                                                                                                additional
                                                                                                                                amount
                                                                                                                                or
                                                                                                                                amounts
                                                                                                                                as
                                                                                                                                will
                                                                                                                                compensate
                                                                                                                                the
                                                                                                                                Bank
                                                                                                                                for
                                                                                                                                any
                                                                                                                                such
                                                                                                                                reduction
                                                                                                                                suffered.
                                                                                                                                Notwithstanding
                                                                                                                                anything
                                                                                                                                herein
                                                                                                                                to
                                                                                                                                the
                                                                                                                                contrary,
                                                                                                                                all
                                                                                                                                requests,
                                                                                                                                rules,
                                                                                                                                guidelines
                                                                                                                                or
                                                                                                                                directives
                                                                                                                                in
                                                                                                                                connection
                                                                                                                                with
                                                                                                                                the
                                                                                                                                Dodd-Frank
                                                                                                                                Wall
                                                                                                                                Street
                                                                                                                                Reform
                                                                                                                                and
                                                                                                                                all
                                                                                                                                requests,
                                                                                                                                rules,
                                                                                                                                guidelines
                                                                                                                                or
                                                                                                                                directives
                                                                                                                                promulgated
                                                                                                                                by
                                                                                                                                the
                                                                                                                                Bank
                                                                                                                                for
                                                                                                                                International
                                                                                                                                Settlements,
                                                                                                                                the
                                                                                                                                Basel
                                                                                                                                Committee
                                                                                                                                on
                                                                                                                                Bank
                                                                                                                                Supervision
                                                                                                                                (or
                                                                                                                                any
                                                                                                                                successor
                                                                                                                                or
                                                                                                                                similar
                                                                                                                                authority)
                                                                                                                                or
                                                                                                                                any
                                                                                                                                financial
                                                                                                                                regulatory
                                                                                                                                authorities
                                                                                                                                having
                                                                                                                                jurisdiction
                                                                                                                                over
                                                                                                                                the
                                                                                                                                Bank
                                                                                                                                in
                                                                                                                                connection
                                                                                                                                with
                                                                                                                                “Basel
                                                                                                                                III”
                                                                                                                                shall
                                                                                                                                be
                                                                                                                                deemed
                                                                                                                                a
                                                                                                                                change
                                                                                                                                in
                                                                                                                                law
                                                                                                                                regardless
                                                                                                                                of
                                                                                                                                the
                                                                                                                                date
                                                                                                                                issued,
                                                                                                                                enacted
                                                                                                                                or
                                                                                                                                adopted.




 


    	2



    	 



    

 



		c.	Notwithstanding
                                                                                                                                any
                                                                                                                                other
                                                                                                                                provision
                                                                                                                                of
                                                                                                                                this
                                                                                                                                Note,
                                                                                                                                if
                                                                                                                                the
                                                                                                                                Bank
                                                                                                                                determines
                                                                                                                                that
                                                                                                                                any
                                                                                                                                change
                                                                                                                                in
                                                                                                                                law
                                                                                                                                (including
                                                                                                                                any
                                                                                                                                applicable
                                                                                                                                regulation)
                                                                                                                                makes
                                                                                                                                it
                                                                                                                                unlawful
                                                                                                                                for
                                                                                                                                the
                                                                                                                                Bank
                                                                                                                                to
                                                                                                                                maintain
                                                                                                                                the
                                                                                                                                Loans
                                                                                                                                at
                                                                                                                                a
                                                                                                                                Quoted
                                                                                                                                Rate,
                                                                                                                                or
                                                                                                                                otherwise
                                                                                                                                to
                                                                                                                                make
                                                                                                                                or
                                                                                                                                maintain
                                                                                                                                the
                                                                                                                                Loans
                                                                                                                                hereunder
                                                                                                                                or
                                                                                                                                to
                                                                                                                                receive
                                                                                                                                any
                                                                                                                                amount
                                                                                                                                payable
                                                                                                                                under
                                                                                                                                this
                                                                                                                                Note,
                                                                                                                                then
                                                                                                                                the
                                                                                                                                Bank
                                                                                                                                shall
                                                                                                                                give
                                                                                                                                notice
                                                                                                                                of
                                                                                                                                such
                                                                                                                                determination
                                                                                                                                to
                                                                                                                                the
                                                                                                                                Borrower
                                                                                                                                and
                                                                                                                                by
                                                                                                                                such
                                                                                                                                notice
                                                                                                                                the
                                                                                                                                Bank
                                                                                                                                may
                                                                                                                                require,
                                                                                                                                in
                                                                                                                                its
                                                                                                                                sole
                                                                                                                                discretion,
                                                                                                                                that
                                                                                                                                the
                                                                                                                                Borrower
                                                                                                                                either
                                                                                                                                convert
                                                                                                                                the
                                                                                                                                Quoted
                                                                                                                                Rate
                                                                                                                                to
                                                                                                                                another
                                                                                                                                applicable
                                                                                                                                rate
                                                                                                                                designated
                                                                                                                                by
                                                                                                                                the
                                                                                                                                Bank
                                                                                                                                or
                                                                                                                                repay
                                                                                                                                the
                                                                                                                                Loans
                                                                                                                                in
                                                                                                                                full
                                                                                                                                or
                                                                                                                                in
                                                                                                                                part
                                                                                                                                as
                                                                                                                                designated
                                                                                                                                by
                                                                                                                                the
                                                                                                                                Bank,
                                                                                                                                together
                                                                                                                                with
                                                                                                                                interest
                                                                                                                                accrued
                                                                                                                                to
                                                                                                                                the
                                                                                                                                date
                                                                                                                                of
                                                                                                                                repayment.





		d.	If
                                                                                                                                the
                                                                                                                                Borrower:
                                                                                                                                (i)
                                                                                                                                fails
                                                                                                                                to
                                                                                                                                fulfill
                                                                                                                                the
                                                                                                                                conditions
                                                                                                                                set
                                                                                                                                forth
                                                                                                                                in
                                                                                                                                Section
                                                                                                                                9
                                                                                                                                hereof
                                                                                                                                by
                                                                                                                                the
                                                                                                                                times
                                                                                                                                specified
                                                                                                                                for
                                                                                                                                their
                                                                                                                                fulfillment;
                                                                                                                                or
                                                                                                                                (ii)
                                                                                                                                fails
                                                                                                                                to
                                                                                                                                pay
                                                                                                                                as
                                                                                                                                and
                                                                                                                                when
                                                                                                                                due
                                                                                                                                any
                                                                                                                                payment
                                                                                                                                of
                                                                                                                                principal,
                                                                                                                                interest
                                                                                                                                or
                                                                                                                                other
                                                                                                                                amount
                                                                                                                                due
                                                                                                                                on
                                                                                                                                the
                                                                                                                                Loans,
                                                                                                                                then
                                                                                                                                the
                                                                                                                                Borrower
                                                                                                                                shall
                                                                                                                                pay
                                                                                                                                to
                                                                                                                                the
                                                                                                                                Bank
                                                                                                                                the
                                                                                                                                amount
                                                                                                                                of
                                                                                                                                any
                                                                                                                                losses,
                                                                                                                                costs
                                                                                                                                and
                                                                                                                                expenses
                                                                                                                                reasonably
                                                                                                                                incurred
                                                                                                                                as
                                                                                                                                a
                                                                                                                                consequence
                                                                                                                                thereof,
                                                                                                                                including
                                                                                                                                any
                                                                                                                                loss
                                                                                                                                or
                                                                                                                                expenses
                                                                                                                                incurred
                                                                                                                                in
                                                                                                                                liquidating
                                                                                                                                or
                                                                                                                                reemploying
                                                                                                                                deposits
                                                                                                                                or
                                                                                                                                other
                                                                                                                                funds
                                                                                                                                acquired
                                                                                                                                to
                                                                                                                                make
                                                                                                                                the
                                                                                                                                Loan.





Any certificate of the
Bank as to additional amounts due under this Section 4 shall be prima facie evidence thereof.





	5.	Repayments






The Borrower will have the right to repay all
or any portion of any Loan provided that any partial repayment shall not be less than the Minimum Repayment Amount and only if
the Bank has been notified prior to 11:00 A.M. (New York time) on the day of any repayment.




	6.	All Payments






Each payment by the Borrower
pursuant to this Note shall be made without set-off or counterclaim to the Bank at its office, presently located at 875 Third
Avenue, 4th Floor, New York, New York 10022 (for the account of such office of the Bank as the Bank may direct) and in such amounts
as may be necessary in order that all such payments (after withholding for or on account of any present or future taxes, levies,
imposts, duties or other similar charges of whatsoever nature imposed by any government or any political subdivision or taxing
authority thereof, other than any tax on or measured by the net income of the Bank pursuant to the income tax laws of the jurisdiction
where the Bank's principal or lending office is located) shall not be less than the amounts otherwise specified to be paid under
this Note. Each such payment shall be made in lawful currency of the United States of America and shall be made in immediately
available funds.


Any payments made hereunder shall be applied against
principal, interest, costs and any other amounts due hereunder in such order as the Bank may elect, in its sole discretion.




	7.	Representations and Warranties






The Borrower represents and warrants
that:




		a.	the
                                                                                                                              obligations
                                                                                                                              of
                                                                                                                              the
                                                                                                                              Borrower
                                                                                                                              under
                                                                                                                              this
                                                                                                                              Note
                                                                                                                              are
                                                                                                                              duly
                                                                                                                              authorized,
                                                                                                                              legal,
                                                                                                                              valid
                                                                                                                              and
                                                                                                                              binding
                                                                                                                              obligations
                                                                                                                              of
                                                                                                                              the
                                                                                                                              Borrower
                                                                                                                              enforceable
                                                                                                                              in
                                                                                                                              accordance
                                                                                                                              with
                                                                                                                              their
                                                                                                                              respective
                                                                                                                              terms;
                                                                                                                              and
                                                                                                                              all
                                                                                                                              action
                                                                                                                              required
                                                                                                                              as
                                                                                                                              a
                                                                                                                              condition
                                                                                                                              thereto
                                                                                                                              (including,
                                                                                                                              without
                                                                                                                              limitation,
                                                                                                                              the
                                                                                                                              obtaining
                                                                                                                              of
                                                                                                                              all
                                                                                                                              corporate,
                                                                                                                              governmental
                                                                                                                              or
                                                                                                                              other
                                                                                                                              approvals)
                                                                                                                              has
                                                                                                                              been
                                                                                                                              taken,
                                                                                                                              and





		b.	the
                                                                                                                                issuance
                                                                                                                                and
                                                                                                                                performance
                                                                                                                                of
                                                                                                                                this
                                                                                                                                Note
                                                                                                                                will
                                                                                                                                not
                                                                                                                                violate
                                                                                                                                any
                                                                                                                                law,
                                                                                                                                permit,
                                                                                                                                agreement
                                                                                                                                or
                                                                                                                                instrument
                                                                                                                                to
                                                                                                                                which
                                                                                                                                the
                                                                                                                                Borrower
                                                                                                                                is
                                                                                                                                a
                                                                                                                                party
                                                                                                                                or
                                                                                                                                is
                                                                                                                                subject,
                                                                                                                                or
                                                                                                                                result
                                                                                                                                in
                                                                                                                                the
                                                                                                                                imposition
                                                                                                                                of
                                                                                                                                any
                                                                                                                                lien
                                                                                                                                upon
                                                                                                                                any
                                                                                                                                of
                                                                                                                                the
                                                                                                                                Borrower's
                                                                                                                                assets.





		c.	none
                                                                                                                                of
                                                                                                                                the
                                                                                                                                properties
                                                                                                                                or
                                                                                                                                assets
                                                                                                                                of
                                                                                                                                the
                                                                                                                                Borrower
                                                                                                                                is
                                                                                                                                subject
                                                                                                                                to
                                                                                                                                any
                                                                                                                                lien,
                                                                                                                                charge,
                                                                                                                                mortgage
                                                                                                                                or
                                                                                                                                security
                                                                                                                                interest
                                                                                                                                of
                                                                                                                                any
                                                                                                                                kind
                                                                                                                                in
                                                                                                                                favor
                                                                                                                                of
                                                                                                                                any
                                                                                                                                party
                                                                                                                                other
                                                                                                                                than
                                                                                                                                the
                                                                                                                                Bank.





	8.	Covenants






So long as any obligations of the Borrower remain
outstanding under this Note, the Borrower agrees to comply with each of the following covenants unless the Bank shall otherwise
consent in writing:




		a.	The Borrower shall maintain an accounting system in accordance
    with GAAP consistently applied.





 



    	3



    	 



    


 


		b.	The Borrower shall furnish to the Bank
    as soon as available, but not later than 120 days after the end of each of its fiscal years, its financial statements, including
    its balance sheet and statement of income with related notes specifying significant accounting policies and their impact on
    such financial statements as of and for the accounting period then ended in a manner acceptable to the Bank.







		c.	If the Borrower is a public company,
    any financial statement required to be furnished pursuant to Section 8(b) or Section 8(c) shall be deemed to have been furnished
    on the date on which the Bank receive notice that the Borrower has filed such financial statement with the U.S. Securities
    and Exchange Commission and is available on the EDGAR website on the Internet at www.sec.gov or any successor government
    website that is freely and readily available to the Bank without charge; provided that the Borrower shall give notice of any
    such filing to the Bank. Notwithstanding the foregoing, the Borrower shall deliver paper copies of any such financial statement
    to the Bank if the Bank requests the Borrower to furnish such paper copies until written notice to cease delivering such paper
    copies is given by the Bank.






		d.	The
                                                                                                                                Borrower
                                                                                                                                shall
                                                                                                                                make
                                                                                                                                available
                                                                                                                                such
                                                                                                                                further
                                                                                                                                information
                                                                                                                                and
                                                                                                                                documents
                                                                                                                                concerning
                                                                                                                                its
                                                                                                                                business
                                                                                                                                and
                                                                                                                                affairs
                                                                                                                                as
                                                                                                                                the
                                                                                                                                Bank
                                                                                                                                may
                                                                                                                                from
                                                                                                                                time
                                                                                                                                to
                                                                                                                                time
                                                                                                                                reasonably
                                                                                                                                request.





“GAAP” means generally accepted
accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute
of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable
to the circumstances as of any date of determination.




		g.	The Borrower shall not create, permit or suffer to exist any lien,
    mortgage, charge or security interest in favor of any third party on any of its properties or assets.






	9.	Conditions to Loan.






		a.	The
                                                                                                                               obligation
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Bank
                                                                                                                               to
                                                                                                                               make
                                                                                                                               each
                                                                                                                               Loan
                                                                                                                               is
                                                                                                                               subject
                                                                                                                               to
                                                                                                                               the
                                                                                                                               prior
                                                                                                                               receipt
                                                                                                                               by
                                                                                                                               the
                                                                                                                               Bank,
                                                                                                                               each
                                                                                                                               in
                                                                                                                               form
                                                                                                                               and
                                                                                                                               substance
                                                                                                                               satisfactory
                                                                                                                               to
                                                                                                                               the
                                                                                                                               Bank,
                                                                                                                               of
                                                                                                                               each
                                                                                                                               of
                                                                                                                               the
                                                                                                                               following:





		i.	Evidence
                                                                                                                             of
                                                                                                                             the
                                                                                                                             authority
                                                                                                                             of
                                                                                                                             the
                                                                                                                             persons
                                                                                                                             executing
                                                                                                                             this
                                                                                                                             Note
                                                                                                                             and
                                                                                                                             any
                                                                                                                             other
                                                                                                                             documents
                                                                                                                             contemplated
                                                                                                                             herein
                                                                                                                             and
                                                                                                                             therein
                                                                                                                             together
                                                                                                                             with
                                                                                                                             specimen
                                                                                                                             signatures
                                                                                                                             of
                                                                                                                             such
                                                                                                                             persons.



 


		ii.	A
                                                                                                                              copy
                                                                                                                              of
                                                                                                                              (i)
                                                                                                                              the
                                                                                                                              Borrower's
                                                                                                                              By-Laws,
                                                                                                                              operating
                                                                                                                              agreement
                                                                                                                              or
                                                                                                                              equivalent
                                                                                                                              and
                                                                                                                              all
                                                                                                                              amendments
                                                                                                                              thereto,
                                                                                                                              certified
                                                                                                                              by
                                                                                                                              the
                                                                                                                              Secretary
                                                                                                                              of
                                                                                                                              the
                                                                                                                              Borrower
                                                                                                                              and
                                                                                                                              (ii)
                                                                                                                              the
                                                                                                                              Borrower's
                                                                                                                              Certificate
                                                                                                                              or
                                                                                                                              Articles
                                                                                                                              of
                                                                                                                              Incorporation
                                                                                                                              and
                                                                                                                              all
                                                                                                                              amendments
                                                                                                                              thereto
                                                                                                                              and
                                                                                                                              a
                                                                                                                              certificate
                                                                                                                              of
                                                                                                                              good
                                                                                                                              standing
                                                                                                                              from
                                                                                                                              the
                                                                                                                              state
                                                                                                                              of
                                                                                                                              incorporation
                                                                                                                              or
                                                                                                                              organization
                                                                                                                              of
                                                                                                                              the
                                                                                                                              Borrower,
                                                                                                                              each
                                                                                                                              certified
                                                                                                                              by
                                                                                                                              the
                                                                                                                              appropriate
                                                                                                                              Secretary
                                                                                                                              of
                                                                                                                              State.



 


		iii.	Certified
                                                                                                                               copies
                                                                                                                               of
                                                                                                                               all
                                                                                                                               necessary
                                                                                                                               resolutions
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Board
                                                                                                                               of
                                                                                                                               Directors
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Borrower
                                                                                                                               approving
                                                                                                                               the
                                                                                                                               terms
                                                                                                                               of
                                                                                                                               this
                                                                                                                               Note.




		iv.	This
                                                                                                                              Note,
                                                                                                                              executed
                                                                                                                              by
                                                                                                                              the
                                                                                                                              Borrower.




		v.	Such
                                                                                                                             opinions
                                                                                                                             of
                                                                                                                             counsel
                                                                                                                             as
                                                                                                                             the
                                                                                                                             Bank
                                                                                                                             may
                                                                                                                             reasonably
                                                                                                                             request.




		b.	The
                                                                                                                             obligation
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Bank
                                                                                                                             to
                                                                                                                             make
                                                                                                                             each
                                                                                                                             Loan
                                                                                                                             is
                                                                                                                             subject
                                                                                                                             to
                                                                                                                             the
                                                                                                                             further
                                                                                                                             conditions
                                                                                                                             that:




		i.	The
                                                                                                                             Bank
                                                                                                                             shall
                                                                                                                             have
                                                                                                                             received
                                                                                                                             a
                                                                                                                             written
                                                                                                                             notice
                                                                                                                             of
                                                                                                                             borrowing
                                                                                                                             executed
                                                                                                                             by
                                                                                                                             an
                                                                                                                             authorized
                                                                                                                             representative
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Borrower
                                                                                                                             prior
                                                                                                                             to
                                                                                                                             11:00
                                                                                                                             a.m.
                                                                                                                             New
                                                                                                                             York
                                                                                                                             time
                                                                                                                             on
                                                                                                                             the
                                                                                                                             date
                                                                                                                             of
                                                                                                                             the
                                                                                                                             proposed
                                                                                                                             Loan.




		ii.	No
                                                                                                                              default
                                                                                                                              shall
                                                                                                                              exist
                                                                                                                              as
                                                                                                                              of
                                                                                                                              the
                                                                                                                              date
                                                                                                                              of
                                                                                                                              the
                                                                                                                              Loan
                                                                                                                              in
                                                                                                                              question
                                                                                                                              or
                                                                                                                              shall
                                                                                                                              exist
                                                                                                                              after
                                                                                                                              giving
                                                                                                                              effect
                                                                                                                              to
                                                                                                                              such
                                                                                                                              Loan.





		iii.	The
                                                                                                                               Bank
                                                                                                                               shall
                                                                                                                               have
                                                                                                                               received
                                                                                                                               such
                                                                                                                               other
                                                                                                                               information,
                                                                                                                               approvals,
                                                                                                                               opinions
                                                                                                                               and
                                                                                                                               documents
                                                                                                                               as
                                                                                                                               it
                                                                                                                               may
                                                                                                                               reasonably
                                                                                                                               request
                                                                                                                               from
                                                                                                                               time
                                                                                                                               to
                                                                                                                               time
                                                                                                                               prior
                                                                                                                               to
                                                                                                                               such
                                                                                                                               Loan.



 


    	4



    	 



    

 



	10.	Miscellaneous






This Note is delivered pursuant to,
and entitled to the benefits of, the Loan Documents.




Upon failure of the Borrower to pay this Note
when demand is made therefor, the Bank may exercise all rights and remedies as may be allowed by law.



All Loans and principal
repayments thereof and all designations of a Loan as a Base Rate Loan may be recorded on the records of the Bank and, prior to
any transfer of, or any action to collect, this Note, the outstanding principal amount of each Base Rate Loan shall be endorsed
on this Note together with the date of such endorsement. Any such recordation on the records of the Bank shall constitute prima
 facie evidence of the accuracy of the information so recorded or endorsed. The Bank may charge any
account of the Borrower with the Bank for amounts payable under this Note.




The Bank hereby notifies
the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information that will allow the Bank to identify the Borrower
in accordance with the Act. The Borrower shall, promptly following a request by the Bank, provide all documentation and other
information that the Bank requests in order to comply with its ongoing obligations under applicable “know your customer”
and anti-money laundering rules and regulations, including the Act.




Anything in this Note to the contrary notwithstanding,
the obligation of the Borrower to pay interest on this Note shall be subject to the limitation that no payment of such interest
shall be required to the extent that receipt of such payment would be contrary to applicable usury laws.




Each payment of principal of, or interest on,
the Loans shall constitute an acknowledgment of the indebtedness of the Borrower under the Loan Documents and this Note. The Borrower




		a.	waives
                                                                                                                                presentment,
                                                                                                                                demand,
                                                                                                                                protest
                                                                                                                                and
                                                                                                                                other
                                                                                                                                notice
                                                                                                                                of
                                                                                                                                any
                                                                                                                                kind
                                                                                                                                in
                                                                                                                                connection
                                                                                                                                with
                                                                                                                                this
                                                                                                                                Note,





		b.	agrees
                                                                                                                                to
                                                                                                                                pay
                                                                                                                                to
                                                                                                                                the
                                                                                                                                holder
                                                                                                                                hereof,
                                                                                                                                on
                                                                                                                                demand,
                                                                                                                                all
                                                                                                                                costs
                                                                                                                                and
                                                                                                                                expenses
                                                                                                                                (including,
                                                                                                                                without
                                                                                                                                limitation,
                                                                                                                                reasonable
                                                                                                                                attorneys
                                                                                                                                fees
                                                                                                                                and
                                                                                                                                expenses)
                                                                                                                                incurred
                                                                                                                                in
                                                                                                                                connection
                                                                                                                                with
                                                                                                                                the
                                                                                                                                preparation,
                                                                                                                                enforcement
                                                                                                                                and
                                                                                                                                collection
                                                                                                                                of
                                                                                                                                this
                                                                                                                                Note.





Any notice hereunder, unless specifically provided otherwise, shall be in writing and shall be personally delivered, transmitted
by postage prepaid certified mail, by Federal Express or other similar overnight courier or by facsimile to the parties as follows:




To the Borrower:


Modern Holdings Inc

89 Summit Avenue, 2nd Floor

Summit, NJ 07901

Att: Jay Murray

Facsimile No.: 908 376 7102




To the Bank:


Svenska Handelsbanken AB (publ)

875 Third Avenue, 4th Floor

New York, NY 10022-4678

Att: Anders Abelson

Facsimile No.: 212 326 5110


The Borrower agrees that ANY LEGAL ACTION OR PROCEEDING AGAINST THE BORROWER WITH RESPECT TO THIS
NOTE OR ANY LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE CITY OF NEW YORK OR OF THE UNITED STATES
OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK as the Bank may elect, and, by execution and delivery hereof, the Borrower accepts
and consents for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts
and agrees that such jurisdiction shall be exclusive, unless waived by the Bank in writing, with respect to any action or proceeding
brought by it against the Bank and any questions relating to usury. Nothing herein shall limit the right of the Bank to bring
proceedings against the Borrower in the courts of any other jurisdiction. The Borrower agrees that Section 5-1402 of the New York
General Obligations Law shall apply to this Note and the Loan Documents and waives any right to stay or to dismiss any action
or proceeding brought before said courts on the basis of forum non conveniens,




 






    	5



    	 



    

EACH OF THE BORROWER AND, BY ITS ACCEPTANCE HEREOF, THE BANK, HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE BORROWER OR THE BANK. THIS PROVISION IS A MATERIAL INDUCEMENT FOR
THE BANK'S MAKING THE LOAN TO THE BORROWER.


 


THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK (without regard to principles of conflicts of law but including Section 5-1401 of the New York General
Obligations Law), but this shall not limit the rate of interest which may be charged by the Bank under other applicable
law.





Modern
Holdings, Inc.


	By:	/s/
    Henry Guy
	Name:	Henry Guy
	Title:	President and CEO
	 	 
	By:	/s/ Jay Murray
	Name:	Jay Murray
	Title:	CFO


 






    	6