EXHIBIT 10.67


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<PAGE>

                        REVOLVING CREDIT PROMISSORY NOTE


$2,500,000.00                                              Stamford, Connecticut

                                                           July 25, 2000


     FOR  VALUE  RECEIVED,   TREMONT  ADVISERS,  INC.,  a  Delaware  corporation
("Borrower"), with an address at One Corporate Center at Rye, 555 Theodore Fremd
Avenue, Rye, New York 10580, hereby unconditionally promises to pay to the order
of FLEET NATIONAL BANK, a national banking association  ("Lender" or "Bank"), at
the office of the Lender located at One Landmark Square,  Stamford,  Connecticut
06901, or such other office as the holder hereof may designate,  in lawful money
of the United States and in immediately  available  funds,  the principal sum of
TWO MILLION FIVE  HUNDRED  THOUSAND  DOLLARS  ($2,500,000.00)  or, if less,  the
aggregate  unpaid  principal  balance of all Advances (as defined below) made by
the Lender to the  Borrower,  together  with  interest  thereon as provided  for
below. Capitalized terms used herein and not otherwise defined herein shall have
the meanings given those terms in Section 22 of this Note.

1. Payment of Principal.  Borrower shall pay the entire  principal amount of all
outstanding Advances on July 31, 2002 (the "Final Maturity Date").

2. Interest  Rate;  Payment of Interest.  (a) Borrower shall pay interest on the
unpaid principal balance of each LIBOR Advance  outstanding from time to time at
an interest  rate per annum  equal to the  respective  Eurodollar  Rate for each
Interest Period with respect to such Advance. Borrower shall pay interest on the
unpaid  principal  balance of each Prime Rate Advance  outstanding  from time to
time at an interest  rate per annum  equal to the Prime  Rate.  Interest on each
Advance shall  commence to accrue from the date of the making of such Advance to
the date such  Advance  is paid in full  (whether  before or after  maturity  or
judgment).  Interest shall be payable, in arrears, on each Interest Payment Date
and also on the Final Maturity Date.

     (b)  Interest  under this Note shall be  computed on the basis of a year of
three hundred sixty (360) days and actual days elapsed.

     (c) If the adoption of or change in, after the date hereof,  any applicable
law, rule,  regulation,  or guideline,  or any  interpretation or administration
thereof by any  Governmental  Authority,  central  bank,  or  comparable  agency
charged with the interpretation or administration thereof (whether or not having
the force of law), or the compliance by Lender (or any applicable lending office
of Lender) or its holding  company with any of the foregoing or with any request
or directive  (whether or not having the force of law) of any such  Governmental
Authority, central bank or comparable agency shall (i) subject the Lender to any
tax or change the basis of taxation of any amounts  payable to Lender  hereunder
(except  for  changes in the rate of tax on the overall net income of Lender) or
(ii) impose, increase, modify or deem applicable any reserve, special deposit or
similar requirement,  against assets of, deposits with or for the account of, or
credit extended by, Lender (except any such reserve requirement reflected in the
Adjusted  LIBOR or in the Prime Rate,  as the case may be),  or (iii)  impose on
Lender or the London interbank market any other condition affecting this Note or
any Advance,  and the result of any of the  foregoing  events  described in this
Section  2(c) is to  increase  the cost to Lender of  making,  converting  into,
continuing,  funding or  maintaining  any Advance,  by an amount that the Lender
deems to be material,  or


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<PAGE>

to reduce  the  amount of any sum  receivable  by Lender  hereunder  in  respect
thereof,  then, and in each such event, Borrower shall pay Lender such amount(s)
as will compensate  Lender,  on an after-tax basis, for any such increased costs
or reduced amount receivable (such compensation to include,  without limitation,
an amount equal to any  reduction in return on assets of Lender to a level below
that which it would have  achieved  but for such event or events).  Lender shall
submit a  certificate  to Borrower as to any such amounts  payable,  including a
calculation thereof in reasonable detail,  which certificate shall be conclusive
and binding absent manifest error.

     (d) If  Lender,  acting  in good  faith,  shall  have  determined  that the
adoption of or change in, after the date hereof,  any law,  rule,  regulation or
guideline regarding capital adequacy, or in the interpretation or administration
thereof by any Governmental Authority, central bank or comparable agency charged
with the  interpretation  or  administration  thereof (whether or not having the
force of law),  or  compliance by Lender (or any  applicable  lending  office of
Lender)  or  Lender's  holding  company  with any of the  foregoing  or with any
request or directive  (whether or not having the force of law) regarding capital
adequacy by any such Governmental Authority,  central bank or comparable agency,
has or would have the effect of reducing the rate of return on Lender's  capital
or on the capital of Lender's  holding  company,  as a consequence  of this Note
(including any of its  obligations  hereunder) or any Advance,  to a level below
that which Lender or Lender's  holding  company could have achieved but for such
applicability,   adoption,  change  or  compliance  (taking  into  consideration
Lender's  policies and the policies of Lender's  holding company with respect to
capital  adequacy) by an amount  deemed by Lender to be material,  then Borrower
shall pay to Lender upon Lender's  request such additional  amount or amounts as
will  compensate  such Lender or Lender's  holding company on an after-tax basis
for any such reduction suffered,  using such method of calculation as is used by
Lender with  respect to  similarly  situated  borrowers.  Lender  shall submit a
certificate to Borrower as to any such amounts payable,  including a calculation
thereof in reasonable detail,  which certificate shall be conclusive and binding
absent manifest error.

     (e)  Notwithstanding any other provision hereof, if, after the date hereof,
(i) any applicable law,  treaty,  rule,  regulation or directive,  or any change
therein or in the interpretation or application thereof,  shall make it unlawful
for Lender to make or maintain any LIBOR  Advance or (ii) Lender  acting in good
faith and reasonably  has determined  that the Adjusted LIBOR for the applicable
Interest  Period will not  adequately  and fairly  reflect the cost to Lender of
making or maintaining  such LIBOR  Advance,  then (aa) in the case of clause (i)
the interest rate for any such Advance which is outstanding shall be immediately
converted  to an  interest  rate per  annum  equal to the  Prime  Rate,  for the
duration of such  illegality,  and (bb) in the case of clauses (i) and (ii), any
Interest Election Requests that request a continuation of a LIBOR Advance or any
conversion of any Prime Rate Advance into a LIBOR Advance shall be  ineffective,
and any  Borrowing  Request  which  requests a LIBOR  Advance  shall be deemed a
request for a Prime Rate  Advance.  If any such  conversion is made prior to the
Final  Maturity  Date,  Borrower  shall pay  Lender,  within ten (10) days after
Lender's  request,  such  amount or amounts as may be  necessary  to  compensate
Lender for any loss or reasonable  expense  sustained or incurred by Lender as a
result  of such  conversion,  such  loss to  include,  without  limitation,  any
interest  or other  amounts  payable by Lender to lenders of funds  obtained  by
Lender in order to make or maintain the loan  hereunder  as a  Eurodollar  loan.
Lender shall submit a certificate to Borrower as to any such additional  amounts
payable, including a calculation thereof in reasonable detail, which certificate
shall be conclusive and binding absent manifest error.

     (f) Any sum owed under Sections 2(c), 2(d) or 2(e) shall be due and payable
within ten (10) Business Days after the  applicable  certificate is delivered to
Borrower.


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<PAGE>

     (g)  Anything  contained  herein or any  other  Financing  Document  to the
contrary notwithstanding (i) at the option of Lender, during any period in which
an Event of Default is continuing, the unpaid principal balance hereof shall, at
the option of Lender, bear interest at a rate which is two (2) percentage points
per annum  greater than the rate which would  otherwise  be in effect,  and (ii)
after the Final  Maturity Date the unpaid  principal  balance  hereof shall bear
interest  at a rate equal to the Prime Rate plus two (2)  percentage  points per
annum.

     (h) All  Financing  Documents  are hereby  expressly  limited so that in no
contingency or event  whatsoever,  whether by reason of acceleration of maturity
of the  indebtedness  evidenced  hereby or  otherwise,  shall the amount paid or
agreed to be paid to Lender for the use or the  forbearance of the  indebtedness
evidenced  hereby exceed the maximum  permissible  under applicable law. As used
herein,  the term  "applicable  law" shall mean the law in effect as of the date
hereof  provided,  however  that in the event there is a change in the law which
results  in a higher  permissible  rate of  interest,  then  such new law  shall
constitute the  "applicable  law", as such term is used in this Section 2(h). In
this regard, it is expressly agreed that it is the intent of Borrower and Lender
in the  execution,  delivery and  acceptance  of this Note to contract in strict
compliance with the usury laws of the State of Connecticut  from time to time in
effect.  If,  under or from any  circumstances  whatsoever,  fulfillment  of any
provision  hereof  or of any of the  other  Financing  Documents  at the time of
performance  of such  provisions  shall be due, shall involve  transcending  the
limit of such validity  prescribed by applicable  law, then the obligation to be
fulfilled shall automatically be reduced to the limits of such validity,  and if
under or from circumstances whatsoever Lender should ever receive as interest an
amount  which would exceed the highest  lawful rate,  such amount which would be
excessive  interest  shall be applied to the reduction of the principal  balance
evidenced  hereby  and not to the  payment of  interest.  This  provision  shall
control every other provision of all agreements between Borrower and Lender.

3. Certain  Other  Matters  Regarding  Payment of Principal  and  Interest.  All
payments of  principal,  interest and other amounts due under this Note shall be
made in lawful money of the United  States and in  immediately  available  funds
without any  deductions  whatsoever,  including but not limited to any deduction
for any set-off,  recoupment,  or counterclaim.  Unless Lender otherwise agrees,
all payments (except optional and mandatory prepayments of principal which shall
be applied to the principal  being  prepaid)  shall be applied (a) first (to the
extent  applicable),  to fees, costs and expenses which Borrower is obligated to
pay under this Note and any other Financing Document, (b) second, to accrued and
unpaid  interest  hereon and (c) third, to unpaid  principal  hereunder.  If any
payment  under this Note shall be specified to be made upon a day which is not a
Business  Day, it shall be made on the next  succeeding  day which is a Business
Day and such  extension of time shall in such case be included in computing  any
interest in connection with such payment.  The records of Lender  (including any
computer  records) shall be prima facie evidence of the Advances made hereunder,
any accrued  interest  thereon and all principal  and interest  payments made in
respect  hereof;  provided,  that no  failure  of Lender to  record  timely  any
transaction, or any error in such records, shall in any way affect or impair any
liability or other obligation of Borrower to Lender.

4. Advances. (a) Advances.  Subject to the terms and conditions of this Note and
of the other Financing Documents, Lender, by its acceptance of this Note, hereby
agrees to make  revolving  credit  loans  (each an  "Advance"  and  collectively
"Advances")  to  Borrower  from time to time  during the  Facility  Availability
Period in an aggregate  principal amount which does not exceed,  at any one time
outstanding,  the Revolving  Maximum  Amount.  Within the  foregoing  limits and
subject  to the  terms  and  conditions  set  forth in this  Note and the  other
Financing  Documents,  Borrower may borrow,  prepay and  reborrow the


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Advances.  Borrower  acknowledges  and covenants that the entire proceeds of the
Advances evidenced hereby shall be used for the Permitted Purposes only.

     (b) (i) Procedures. Each Advance when made shall consist of a LIBOR Advance
or a Prime Rate Advance as Borrower,  subject to the other terms and  conditions
hereof and of the other Financing Documents, may request in accordance herewith.

          (ii) The minimum amount of each Advance shall be $100,000. Advances of
more than one Type may be  outstanding  at the same  time;  provided  that there
shall not, unless Lender  otherwise  agrees,  be more than an aggregate of three
(3) Tranches of LIBOR Advances at any one time outstanding.

          (iii) To request an  Advance,  Borrower  shall  notify  Lender of such
request in writing  (including without limitation e-mail) or by telephone (a) in
the case of a LIBOR Advance, not later than 11:00 a.m. Connecticut time, two (2)
Business  Days before the date of the proposed  Advance and (b) in the case of a
Prime Rate Advance,  not later than 11:00 a.m.  Connecticut time, on the date of
the proposed  Advance.  Each such Borrowing Request shall be irrevocable and, in
the case of a telephonic  request,  shall be  confirmed by Borrower  promptly in
writing.  No failure to so confirm  shall  impair the  obligations  of  Borrower
hereunder. Each such Borrowing Request shall specify the following information:

          (aa) the amount of the requested Advance;

          (bb) the proposed date of the Advance, which shall be a Business Day;

          (cc) the Type of Advance  (i.e.  whether such Advance is to be a LIBOR
          Advance or Prime Rate Advance); and

          (dd)  in the  case of a  LIBOR  Advance,  the  Interest  Period  to be
          applicable  thereto,  which  shall  be a  period  contemplated  by the
          definition of the term Interest Period in this Note.

     If no election as to Type is made or no  Interest  Period is selected  then
Borrower shall be deemed to have requested a Prime Rate Advance.

     The Lender may treat as duly  authorized  by the  Borrower any such request
believed  in good faith by the  Lender to be genuine  and to have been made by a
Person authorized to make such request on behalf of the Borrower.

          (iv) Each  Advance  initially  shall be of the Type  specified  in the
applicable  Borrowing  Request  (or of the Type  deemed  requested  pursuant  to
Section  4(b)(iii))  and, in the case of a LIBOR Advance,  shall have an initial
Interest Period as specified in such Borrowing Request. Thereafter, Borrower may
elect to convert such Advance (or a portion(s)  thereof) to a different  Type or
Types or to continue  such  Advance (or a  portion(s)  thereof) as the same Type
and, in the case of a Type consisting of a LIBOR Advance,  may elect an Interest
Period therefor,  all as provided in this Section 4(b), it being understood that
a  continuation  or  conversion  under this  Section 4(b) shall not be deemed to
constitute  the making of a new Advance.  Any  conversion or  continuation  of a
LIBOR  Advance on a day other than the last day of an Interest  Period  shall be
subject to the indemnity  provisions of Section 5(c) of this Note.  Borrower may
elect  different  options  with  respect to  different  portions of the affected
Advance (but subject to the  requirement of maximum amount of Tranches set forth
above).  To make an election


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pursuant to this Section  4(b)(iv) (an "Interest  Election  Request"),  Borrower
shall notify Lender in writing or, if permitted by Lender,  by telephone of such
election by the time that a Borrowing  Request  would be required  under Section
4(b)(iii) if Borrower were requesting an Advance of the Type resulting from such
election to be made on the effective date of such  election.  Each such Interest
Election  Request shall be  irrevocable  and shall,  if requested by Lender,  be
confirmed by Borrower promptly in writing. No failure to so confirm shall impair
the obligations of Borrower hereunder.

          (v)  Each  Interest  Election  Request  shall  specify  the  following
information in compliance with the terms hereof:

          (aa) the Advance(s) to which such Interest  Election  Request  applies
          and, if different  options are being elected with respect to different
          portions  thereof,  the  portions  thereof  to be  allocated  to  each
          resulting Type and/or  applicable  Interest  Period (in which case the
          information to be specified  pursuant to clauses (cc) and (dd) of this
          paragraph shall be specified for each option);

          (bb) the effective date of the election made pursuant to such Interest
          Election Request, which shall be a Business Day;

          (cc) the Type(s) selected; and

          (dd) if the Type(s)  selected  include a LIBOR  Advance,  the Interest
          Period to be applicable  thereto after giving effect to such election,
          which shall be a period  contemplated  by the  definition  of the term
          Interest  Period in this Note and which  will not  result in  Borrower
          being in violation of the maximum Tranche requirement set forth above.

     If the Interest Election Request does not specify the Interest Period,  the
applicable  Advance (or  applicable  portion  thereof)  shall be converted to or
remain, as the case may be, a Prime Rate Advance.

          (vi) If Borrower fails to deliver a timely Interest  Election  Request
with  respect  to a  LIBOR  Advance  prior  to the  end of the  Interest  Period
applicable  thereto,  then, unless such Advance is repaid in full, at the end of
such  Interest  Period such Advance  shall be converted to a Prime Rate Advance.
Notwithstanding  any  contrary  provision  hereof,  if an Event of  Default  has
occurred and is continuing and Lender so notifies Borrower,  then, so long as an
Event of Default is continuing (i) no outstanding Advance may be converted to or
continued as a LIBOR Advance and (ii) unless repaid in full,  each LIBOR Advance
shall be converted  to a Prime Rate  Advance at the end of the  Interest  Period
applicable thereto.

     (c) Conditions Precedent to Advances.

          (i)  The  making  of the  initial  Advance  shall  be  subject  to the
satisfaction by Borrower of the following conditions precedent:

          (aa) Lender shall have  received each of the  following,  all of which
          shall be in form and substance  reasonably  satisfactory to Lender and
          its counsel:


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               (1)  originals  of each of the  Financing  Documents,  and all of
          which  shall  have been duly and  properly  authorized,  executed  and
          delivered by the respective party or parties thereto and in full force
          and effect;

               (2)  the  legal   opinion  of  Tannenbaum   Helpern   Syracuse  &
          Hirschtritt LLP, counsel to the Loan Parties;

               (3) (A) a respective  Secretary's  certificate of each Loan Party
          with  incumbency and with attached  certified  copies of (a) such Loan
          Party's  certificate of incorporation or comparable  charter document,
          (b) such Loan Party's by-laws,  (c) authorizing  resolutions and (d) a
          good standing certificate from the appropriate  Governmental Authority
          in the  jurisdiction  of  incorporation  of each such Loan Party,  and
          evidence  satisfactory  to Lender that TPI is qualified to do business
          in the  State  of New  York as a  foreign  corporation;  and (B)  good
          standing  certificates for each Existing Domestic  Subsidiary (that is
          not a Loan Party) from the Governmental  Authority in the jurisdiction
          of its incorporation;

               (4) current UCC, tax and judgment  lien  searches with respect to
          Borrower and each Existing Domestic Subsidiary;

               (5) certified copies of the Partnership Agreements;

               (6) such UCC-1  financing  statements  (covering  the  collateral
          under the Financing  Documents),  certificates,  reports,  statements,
          opinions of counsel,  instruments,  assurances,  agreements,  or other
          documents as may be required under the Financing  Documents  and/or as
          Lender may reasonably request; and

               (7) a copy of the  tender  offer  statement  with  respect to the
          Redemption;

               (8) evidence of the investment of TPI, as a limited  partner,  in
          American Opportunity, L.P.; and

               (9) a Borrowing Base  Certificate,  reflecting the Borrowing Base
          as of July 1, 2000.

          (bb) Borrower shall pay the legal fees and disbursements of Finn Dixon
          & Herling LLP incurred in the initial  preparation  and negotiation of
          the Financing Documents.

          (cc) Borrower shall pay to Lender a $12,500 non-refundable origination
          fee. Such fee is due and payable by Borrower on the date of this Note.

          (ii) The making of each Advance,  including the initial Advance, shall
be subject to the satisfaction of the following additional conditions precedent:

          (aa) No  Event  of  Default  or  Default  under  any of the  Financing
          Documents shall exist prior to or as a result of such Advance.


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          (bb) All  representations and warranties under all Financing Documents
          shall be true and correct in all material  respects  both  immediately
          before and after giving effect to such Advance.

          (cc)  Since  March 31,  2000 there has been no event,  development  or
          other  circumstance  that has had or could be  reasonably  expected to
          have a Material Adverse Effect.

          (dd)  Borrower  shall  execute and deliver (or cause the execution and
          delivery)  of such  other  documents  and take such  other  actions as
          Lender shall reasonably request.

          Any  request  for an  Advance  shall be  deemed a  representation  and
warranty by Borrower to Lender that the  conditions  set forth in  subparagraphs
(aa), (bb) and (cc) of this Section 4(c)(ii) hereof have been satisfied.

          (iii) With respect to any Advance the  proceeds of which are used,  in
whole or in part,  for the Redemption  the Borrowers  shall,  in addition to the
other conditions  precedent set forth herein,  deliver to the Lender a report of
the disbursement  agent evidencing  acceptances of the Redemption for which such
proceeds are to be used.

5. Prepayments

     (a) Optional  Prepayment.  Borrower may prepay the principal of Advances in
whole or in part at any time  without  penalty  or premium  except as  otherwise
specified  in Section  5(c) below.  Borrower  shall give Lender at least two (2)
Business Days' prior written notice of any such prepayment.

     (b) Mandatory Prepayment.  In the event that the aggregate unpaid principal
amount of the Advances at any one time exceeds the Revolving  Maximum Amount for
any  reason  the  Borrower  shall,  within  two  (2)Business  Days  of the  date
occurrence  of any such excess,  prepay the Advances in an amount  sufficient to
eliminate such excess.

     (c)  Indemnity.  Borrower  agrees to  indemnify  Lender and to hold  Lender
harmless from and against any loss or reasonable expense that Lender may sustain
or incur as a consequence of (i) any payment  (including  without limitation any
prepayment (optional or mandatory) or any payment after  acceleration),  partial
or full,  of any LIBOR  Advance which occurs on a day other than the last day of
an  Interest  Period,  or (ii) any  default by  Borrower  in the  payment of the
principal  of or  interest  on any  Advance,  or (iii)  failure by  Borrower  to
complete a prepayment,  partial or full, of any Advance after notice thereof has
been  given to Lender  hereunder,  or (iv) any  failure of  Borrower  to borrow,
convert, or continue any Advance on the applicable date specified hereunder,  or
(v)  conversion of any LIBOR Advance to a Prime Rate Advance on a day other than
the Interest Period applicable thereto,  including (but not limited to), in each
such  case,  any loss or  reasonable  expense  sustained  or  incurred  or to be
sustained or incurred in liquidating or re-employing deposits from third parties
acquired to effect or maintain any Advance or the funding thereof.  Such loss or
reasonable  expense  shall  include  (but not be limited  to),  in the case of a
payment of a LIBOR  Advance  or  conversion  of a LIBOR  Advance to a Prime Rate
Advance  on a day  other  than  the  last  day of an  Interest  Period,  a yield
maintenance  fee computed as follows:  The then  current rate for United  States
Treasury  securities  (bills on a discounted  basis shall be converted to a bond
equivalent)  with a maturity date closest to the end of the applicable  Interest
Period for the Advance as to which the payment or conversion  is made,  shall be
subtracted from the LIBOR for such Interest  Period.  If the result is zero or a
negative  number  there  shall be no yield  maintenance  fee. If


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<PAGE>

the  result  is a  positive  number,  then  the  resulting  percentage  shall be
multiplied  by the amount of the principal  amount being paid or converted.  The
resulting  amount shall be divided by 360 and  multiplied  by the number of days
remaining in such Interest Period. Said amount shall be reduced to present value
calculated by using the above referenced United States Treasury  securities rate
and the number of days remaining in such Interest  Period.  The resulting amount
shall be the yield  maintenance fee due to Lender upon the payment or conversion
of the applicable LIBOR Advance.

     Lender shall submit a  certificate  to Borrower as to any amount or amounts
which Lender is entitled to receive  pursuant to this Section 5(c),  including a
calculation thereof in reasonable detail,  which certificate shall be conclusive
and binding absent manifest error. Borrower shall pay to Lender the amount shown
as due on such  certificate  within ten (10)  Business Days after the receipt of
such certificate by Borrower.

     (d)  Prepayments,  unless the Borrower  otherwise  directs,  shall first be
applied to Prime Rate Advances and then to LIBOR Advances.

6. Late Charge.  Borrower  agrees that Lender may collect from Borrower,  to the
fullest  extent  permitted by applicable  law, a Late Charge with respect to any
scheduled  payment of principal or interest required to be made pursuant to this
Note  which is not paid by  Borrower  within  ten (10)  calendar  days after the
applicable payment due date. Any and all such Late Charges shall be payable upon
demand.  Borrower  agrees  and  acknowledges  that any  such  Late  Charges  are
reasonable.

7. Expenses;  Indemnity.  (a) Borrower shall pay or reimburse Lender, on demand,
for any and  all  costs  and  expenses,  including,  but  not  limited  to,  the
reasonable fees and disbursements of legal counsel, appraisers,  accountants and
other  experts   employed  by  Lender,   incurred  in  the  amendment,   waiver,
preservation,  defense,  protection, or collection or other enforcement (whether
or not such  enforcement is in a bankruptcy case or in any workout) of this Note
or any other Financing Document (including without limitation any enforcement of
any right or remedy under any Financing Document), or in attempting to do any of
the foregoing. The Borrower shall also pay for the fees and disbursements of the
Lender's counsel in initially preparing and negotiating the Financing Documents.

     (b) Borrower agrees to indemnify Lender, its officers, directors, employees
and agents (each such Person being  hereinafter  referred to as an "Indemnitee")
against,  and to hold each Indemnitee harmless from, any and all losses,  suits,
actions, judgments, claims, damages, liabilities and related expenses, including
reasonable fees and expenses of legal counsel,  incurred by or asserted  against
any  Indemnitee  arising out of (i) the execution or delivery of this Note,  any
other  Financing  Document,  or any other  agreement or instrument  contemplated
hereby or thereby,  the  performance  by the parties  hereto or thereto of their
respective  obligations hereunder or thereunder,  the granting of any Lien under
any Financing Document or other right(s) granted to the Lender  thereunder,  the
transactions  contemplated  or any of the Financing  Documents,  or any Event of
Default or Default,  (ii) the proposed and actual extensions of credit hereunder
and the use, or proposed  use, of the proceeds of any Advance  hereunder,  (iii)
any enforcement of this Section 7, or (iv) any claim, litigation,  investigation
or proceeding relating to any of the foregoing, whether or not any Indemnitee is
a party thereto;  provided that such indemnity  shall not, as to any Indemnitee,
be available to the extent that such losses,  claims,  damages,  liabilities  or
related expenses result from the gross negligence or willful  misconduct of such
Indemnitee.

     (c) The  provisions  of this Section 7 shall remain  operative  and in full
force and  effect  regardless  of the  expiration  or other  termination  of the
revolving  credit  facility  hereunder,  the  consummation  of the  transactions
contemplated   hereby,  the  repayment  of  the  Advances,   the  invalidity  or


                                       29
<PAGE>

unenforceability of any term or provision hereof or any investigation made by or
on behalf of Lender.  All  amounts  due under this  Section  shall be payable on
written demand therefor.

8. Representations.  (a) To induce Lender to make the Advances,  Borrower hereby
represents and warrants to Lender that:

          (i)  Borrower  and  each of its  Subsidiaries  is a  corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction of its incorporation and is duly qualified as a foreign corporation
in those  jurisdictions  where  failure to be so qualified  could  reasonably be
expected  to have a  Material  Adverse  Effect.  Each  Partnership  is a limited
partnership duly organized, validly existing and in good standing under the laws
of Delaware and is duly  qualified  as a foreign  limited  partnership  in those
jurisdictions  where failure to be so qualified could  reasonably be expected to
have a  material  adverse  effect  on such  Partnership's  financial  condition,
business,  income, assets,  liabilities,  or prospects (financial or otherwise).
The  execution,  delivery  and  performance  by any Loan Party of any  Financing
Document to which such Loan Party is a party,  including without  limitation any
extension  of  credit  hereunder,  have been duly  authorized  by all  necessary
corporate action.  Such execution,  delivery and performance do not and will not
(aa)  contravene,  breach,  conflict with or violate any applicable law, rule or
regulation or such Loan Party's  certificate of incorporation or by-laws or (bb)
contravene,  breach,  violate,  result  in an  event  of  default  or  right  of
acceleration,  termination  or prepayment  (or  mandatory  purchase)  under,  or
conflict with any agreement,  instrument,  other contract,  judgment,  decree or
order which is binding  upon any Loan Party or to which any Loan Party or any of
its  properties  may be  subject,  or result  in the  creation  of any  security
interest  or other Lien  (other  than in favor of Lender)  upon any  property or
assets  of any Loan  Party  pursuant  to any of the  foregoing.  Each  Financing
Document to which any Loan Party is a party has been duly executed and delivered
on  behalf  of such  Loan  Party and  constitutes  a legal,  valid  and  binding
obligation of such Loan Party, enforceable against such Loan Party in accordance
with its respective terms. No approval,  consent or authorization of any Person,
except  any which  have,  in fact,  been  obtained,  is or will be  required  in
connection with the execution, delivery and performance by any Loan Party of any
Financing  Document.  Borrower and each of its Subsidiaries and the Partnerships
has the power and  authority,  the legal right,  and all the requisite  permits,
registrations,   franchise,   authorizations,   and  licenses,  without  unusual
restrictions  or  limitations,  to own,  operate  and lease all of its  material
properties and assets, to conduct the business in which it is presently engaged,
and in the  case  of any  Loan  Party,  to  execute,  deliver  and  perform  its
obligations  under all Financing  Documents to which such Loan Party is a party,
and all such permits, registrations,  franchises,  authorizations,  and licenses
are in full force and effect.

          (ii) Any financial  statements and other  information  with respect to
Borrower,  its Subsidiaries or any of the Partnerships  previously  furnished to
Lender  are true,  correct  and  complete  in all  material  respects.  All such
financial  statements have been prepared in accordance with GAAP on a consistent
basis, and fairly present, in all material respects, the financial condition and
results  of  operations  of  Borrower  and its  Subsidiaries  or the  applicable
Partnership,  as the case may be, as of the dates  thereof  and for the  periods
covered thereby.  Since March 31, 2000, there has been no event,  development or
other  circumstance  that  has had or  could be  reasonably  expected  to have a
Material Adverse Effect.  There is no fact or circumstance that Borrower has not
disclosed  to Lender in writing  prior to the date hereof which has had or could
reasonably be expected to result in a Material Adverse Effect.

          (iii) There are not, before any arbitrator,  Governmental Authority or
non-governmental body, any actions, suits, proceedings or investigations pending
or, to the  knowledge of the  Borrower,  threatened  (nor,  to the  knowledge of
Borrower,  is there any basis therefor)  against or in any


                                       30
<PAGE>

other way relating to or affecting  Borrower,  any of its Subsidiaries or any of
the  Partnerships or their  respective  business or assets which (i) involve any
Financing  Document or any  transactions  contemplated  therein or (ii) that, if
adversely determined,  could reasonably be expected to have,  individually or in
the aggregate, a Material Adverse Effect.

          (iv) The Redemption  shall comply with all applicable  laws, rules and
regulations,  including  without  limitation  all  applicable  laws  relating to
corporate  distributions  and  redemptions.  Each Loan Party,  individually  and
together  with its  Subsidiaries,  shall be Solvent  after giving  effect to any
Advance made hereunder (and any related transactions,  including, in the case of
the initial Advance, the Redemption).

          (v) Borrower,  its Subsidiaries and the Partnerships are in compliance
with all applicable laws,  rules, and regulations,  except where  non-compliance
could not reasonably be expected to have a Material Adverse Effect.

          (vi) Each of Borrower,  its  Subsidiaries  and the  Partnerships  have
filed all federal and all  material  state and local tax returns  required to be
filed by it and have paid, in all material respects, all taxes,  assessments and
other  governmental  charges payable by it which have become due, other than any
which are being contested in good faith by appropriate proceedings and for which
Borrower, such Subsidiary or the applicable Partnership, as the case may be, has
set aside adequate  reserves on its books in accordance  with GAAP.  There is no
proposed  tax  assessment  against  Borrower,  any  of its  Subsidiaries  or the
Partnerships  which could  reasonably  be  expected  to have a Material  Adverse
Effect.

          (vii)  Subject to any  limitations  stated  therein  or in  connection
therewith, all information (financial or otherwise) furnished or to be furnished
by the Borrower or any of its  Subsidiaries  pursuant to or in  connection  with
this Note or any other Financing Document is, or will be at the time the same is
furnished,  as the case may be,  accurate and complete in all material  respects
necessary  in order  to make  the  information  furnished,  in the  light of the
circumstances under which such information is furnished, not misleading.

          (viii)  No  Event  of  Default  or  Default  has  occurred  and/or  is
continuing. None of Borrower, any of its Subsidiaries or any of the Partnerships
is in material default or material breach of any material agreement,  instrument
or other  material  contract  to  which it is a party or by which it  respective
properties are bound.

          (ix) The Borrower,  each of its  Subsidiaries and the Partnerships has
good and  marketable  title to, or a valid  leasehold  interest  in,  all of its
material  properties and other material assets.  Such assets of the Borrower and
each of its  Subsidiaries are subject to no Liens other than the Permitted Liens
or Liens in favor of the Lender.

          (x) Each  employee  benefit  plan,  as such term is defined in Section
3(3) of ERISA, established,  maintained or contributed to by the Borrower or its
Subsidiaries  or any ERISA Affiliate (a "Plan") is in compliance in all material
respects  with the  applicable  provisions  of ERISA and the IRC. No Plan has an
Accumulated  Funding  Deficiency,  as such term is defined in Section 412 of the
IRC. No Reportable  Event,  as such term is defined in ERISA,  has occurred with
respect to any Plan. No Plan is a Multiemployer Plan, as such term is defined in
ERISA.


                                       31
<PAGE>

          (xi) None of the Borrower,  its Subsidiaries or the Partnerships is an
"investment  company",  or a company  "controlled"  by an "investment  company",
within the meaning of the Investment Company Act of 1940, as amended.

          (xii) The Borrower  owns,  as of the date hereof,  100% of all capital
stock of the Existing  Subsidiaries  except for TIMI of which the Borrower  owns
65% of each class of capital stock.

     (b)  All  representations  and  warranties  made  herein  and in any  other
Financing  Document shall survive the execution and delivery of this Note or any
other  Financing  Document and any  investigation  by Lender and shall be deemed
made as of the making of each and every Advance.

9. Covenants. Borrower further covenants and agrees with Lender that, until full
payment and  performance  by Borrower of this Note  (including all Advances) and
the other  Financing  Documents,  and the  termination  of the revolving  credit
facility hereunder, Borrower shall and cause each of its Subsidiaries to:

     (a) (i) Preserve and maintain (aa) its existence as a corporation  (except,
in the case of Subsidiaries  other than TPI, pursuant to a merger or dissolution
permitted by Section 9(f) below) and (bb) all of its other material  franchises,
permits, licenses, registrations, franchises, and privileges except, in the case
of this subclause (bb), to the extent that failure to do so could not reasonably
be expected to have a Material  Adverse  Effect,  (ii) preserve and maintain its
material  assets  (except for  dispositions  of assets  expressly  permitted  by
Section 9(f) below),  (iii) engage principally in the business it has engaged in
prior to the date of this  Note,  (iv) not enter  into or  otherwise  permit any
amendment,  supplement,  waiver or other  modification of any of the Partnership
Agreements or other applicable agreement or instrument in any manner which would
reduce,  in any  material  manner,  the  management  fees  payable to TPI or any
distributions  or other amounts payable to TPI under any Partnership  Agreement,
waive any  management  fees  under any  Partnership  Agreement  (except  for the
Permitted  Waivers),  or  otherwise,  directly  or  indirectly,  materially  and
adversely  affect (aa) the interests of TPI therein or (bb) the collateral value
to Lender of any collateral  granted under the Financing  Documents or the value
of any Interest  (as  respectively  defined in each  Partnership  Agreement)  of
TPI,(v) comply, in all material  respects,  with its duties under and not permit
the  termination  or revocation of, any of the  Partnership  Agreements and (vi)
cause TPI to (x) maintain its  registration  as an investment  advisor under the
Investment  Advisors Act of 1940, as amended from time to time and in accordance
with all applicable laws, rules and regulations,  (y) remain the general partner
of each of the  Partnerships,  and (z) not  withdraw its capital  accounts  from
American Opportunity L.P.

     (b)  Comply,  and  cause  each of the  Partnerships  to  comply,  with  all
applicable  laws,  rules and regulations  and with all contractual  obligations,
except where  non-compliance could not reasonably be expected to have a Material
Adverse Effect.

     (c)  Furnish to Lender:

          (i) Within 90 days after the end of each fiscal year of the  Borrower,
          a  copy  of  its  form  10KSB  and  which  shall  contain  an  audited
          consolidated  balance sheet and the related  statements of operations,
          stockholders'   equity  and  cash  flows  of  the   Borrower  and  its
          Subsidiaries as of the end of and for such year,  reported on (without
          a "going concern" or other material  qualification  or exception),  by


                                       32
<PAGE>

          independent  public  accountants  selected by Borrower and  reasonably
          satisfactory  to the Lender (it being  acknowledged by Lender that the
          accounting  firm of Ernst Young LLP is so  satisfactory to the Lender)
          and  accompanied by an opinion of such  accountants to the effect that
          such financial  statements present fairly in all material respects the
          financial  condition and results of operations of the Borrower and its
          Subsidiaries in accordance with GAAP consistently applied;

          (ii) Within 45 days after the end of each of the quarterly  periods of
          each fiscal year of the Borrower, a Form 10QSB and which shall contain
          a management  prepared  unaudited  consolidated  balance sheet and the
          related unaudited  statements of operations,  stockholders' equity and
          of the Borrower for such fiscal period and the then elapsed portion of
          the fiscal year,  all  certified  by the  Borrower's  chief  financial
          officer as  presenting  fairly in all material  respects the financial
          condition   and  results  of   operations  of  the  Borrower  and  its
          Subsidiaries   on  a  consolidated   basis  in  accordance  with  GAAP
          consistently applied, subject to normal year-end audit adjustments and
          the absence of footnotes;

          (iii) Within 25 days after the end of each calendar month, a Borrowing
          Base Certificate  certified by the Borrower's chief financial  officer
          (or his or her designee);

          (iv)  Concurrently  with  the  delivery  of the  financial  statements
          referred to in clauses (i) and (ii) above,  a certificate of the chief
          financial  officer of Borrower  (aa) stating that, to the best of such
          officer's  knowledge,  no Default or Event of  Default  has  occurred,
          except as specified in such certificate  (and with reasonable  details
          given  as to any  such  exception)  and (bb)  calculating,  in  detail
          reasonably satisfactory to Lender, the covenants set forth in Sections
          9(k)-(p) hereof, inclusive; and

          (v) promptly whenever requested by Lender, such other information with
          respect to Borrower or its  Subsidiaries or the Partnerships or any of
          their respective  assets,  liabilities,  operations or businesses,  in
          such detail and form as Lender may reasonably request.

     (d) Pay and discharge all taxes, fees, assessments,  and other governmental
charges and obligations before they become delinquent;  file all tax returns and
reports required to be filed with the United States  Government and all material
tax returns and reports with all state and local governments  requiring the same
to be filed;  and pay and  discharge  on or  before  their due dates any and all
other lawful claims and demands whatsoever;  provided, however, that Borrower or
any such  Subsidiary  shall have the right to contest the  validity or amount of
the foregoing,  provided such contest is in good faith,  diligently pursued, and
Borrower or such Subsidiary, as the case may be, has set aside adequate reserves
therefor in accordance with GAAP.

     (e) Give  immediate  notice  to  Lender  of,  and  copies  of all  relevant
documents concerning: (i) the commencement of any actions, suits, proceedings or
investigations   or   before   any   arbitrator,   Governmental   Authority   or
non-governmental  body  against or in any other way  relating  adversely  to, or
affecting, Borrower, any of its Subsidiaries or the Partnerships or its or their
respective  businesses or properties,  which, singly or in the aggregate have an
amount  involved in excess of  $500,000.00,  (ii) the occurrence of any Event of
Default or Default or (iii) the  occurrence  of any other event or  circumstance
which has had or could reasonably be expected to have a Material Adverse Effect.


                                       33
<PAGE>

     (f) Not,  and shall not permit any  Partnership  to,  dissolve,  wind-up or
liquidate or discontinue its normal operations with intent to dissolve,  wind-up
or  liquidate,  or merge or  consolidate  with any  other  Person or sell all or
substantially  all of its assets except that (i), as long as no Event of Default
or Default then exists or would result  therefrom,  any Domestic  Subsidiary may
merge  with,  or sell all or  substantially  all of its  assets  to,  any  other
Domestic  Subsidiary  and any Foreign  Subsidiary may merge with, or sell all or
substantially all of its assets to, any other Foreign Subsidiary  (provided that
if TPI or TBL is involved  in any such  merger or sale,  TPI or TBL, as the case
may be, shall be the surviving entity or purchaser, as the case may be), (ii) as
long as no Event of Default or Default  then exists or would  result  therefrom,
any Subsidiary other than TPI or TBL may (aa) sell all or  substantially  all of
its assets for fair value to a Person other than a Subsidiary, and in connection
with such sale, dissolve or (bb) merge with any Person, other than a Subsidiary,
for fair value, and (iii) the Partnerships may sell their respective investments
in the  ordinary  course of business  for fair  value.  In addition to any other
restrictions hereunder, the Borrower shall not, and the Borrower shall cause TPI
to not, sell, lease, assign, or otherwise dispose (except pursuant to the pledge
under the Pledge Agreement) of any collateral under any Financing Document;  and
the Borrower  shall not, and the Borrower shall cause the  Subsidiaries  to not,
sell, lease, assign, or otherwise dispose any of Borrower's or such Subsidiary's
other  respective  material  properties or other material assets  (including any
investments)  except  (i) sales for fair value and (ii)  sales  permitted  under
clause (i) of the immediately preceeding sentence.

     (g) Not create,  incur,  assume,  guarantee or otherwise become directly or
indirectly liable with respect to any Indebtedness,  except for (i) Indebtedness
hereunder,  (ii) the liability of any  Subsidiary,  in its capacity as a general
partner, for the Indebtedness of any limited partnership, incurred in accordance
with the terms of the applicable partnership agreement, of which such Subsidiary
is a  general  partner,  (iii)  purchase  money  indebtedness  incurred  for the
purchase of equipment and  capitalized  lease  obligations  in  connection  with
equipment,  not to exceed, at any one time  outstanding,  an aggregate amount of
$250,000,  and  (iv)  additional  Indebtedness  not to  exceed,  at any one time
outstanding, an aggregate amount of $500,000.00.

     (h) Not  create,  incur,  assume or suffer  to exist any Lien  against  any
properties or other assets,  whether now existing or hereafter acquired,  except
for (i) any Lien in favor of Lender,  and (ii) any Permitted  Liens, and neither
Borrower  nor any  Subsidiary  shall make a covenant,  with  respect to material
assets,  similar to the  covenant set forth in this Section 9(h) in favor of any
other Person except for (aa) covenants in agreements or instruments  relating to
Indebtedness  referred  to in  clause  (iii) of  Section  9(g)  above  and which
covenants apply only to the related applicable  equipment being financed thereby
and (bb)  "anti-assignment"  clauses in agreements or other  contracts  provided
that such provisions only relate to the assignment of such agreement or contract
itself  and that such  provisions  do not  pertain to any  collateral  under the
Financing  Documents and/or make any of the  representations or warranties under
Section 8(a)(i) hereof, or any other  representations or warranties contained in
this Note or any other Financing Document, false or misleading.

     (i) Maintain all  properties  necessary to its  operations  in good working
order and  condition,  except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.  Maintain insurance on all insurable
property  and assets  owned or leased by Borrower  and its  Subsidiaries  in the
manner,  to the extent and against at least such risks as is usually  maintained
by owners of similar businesses and properties in similar geographic areas.


                                       34
<PAGE>

     (j) Keep (and  cause  each of the  Partnerships  to keep)  proper  books of
record and account in which full,  complete and correct entries shall be made of
all  dealings  and  transaction  in  relation  to its  respective  business  and
activities.  Allow the Lender,  upon reasonable prior notice (except such notice
shall not be  required  if an Event of Default  then  exists),  to  inspect  and
examine its properties, books and records and make copies thereof and to discuss
their respective affairs,  finances and accounts with their respective officers,
manager, employees and independent public accountants.

     (k) Not  permit  Tangible  Net Worth to at any time be less than the sum of
(a) $8,200,000.00 plus (b) subject to the immediately  succeeding sentence,  75%
of Net Income for each fiscal year of the  Borrower  completed  as of such time,
commencing  with the fiscal year ending December 31, 2000 (in the event that Net
Income for any such fiscal year is less than zero (a  "Negative  Fiscal  Year"),
Net  Income  for any such  Negative  Fiscal  Year shall be deemed to be zero for
purposes  of this  Section  9(k)) and (c) 100% of the Net Cash  Proceeds  of any
equity securities issued by the Borrower on or after the date hereof. Clause (b)
of the immediately  preceding  sentence shall only be added, in determining such
sum,  for any date on or after  March 31,  2001  (i.e.,  in testing  whether the
financial  covenant in this Section  9(k) has been met,  clause (b) shall become
operative for tests made on or after March 31, 2001).

     (l) Not permit the Interest  Coverage  Ratio,  for any Four Fiscal  Quarter
Period,  commencing  with the Four Fiscal  Quarter  Period ending  September 30,
2000, to be less than 3.00 to 1.00.

     (m)  Not  permit  Net  Income  for  any two  consecutive  fiscal  quarters,
commencing with the two fiscal  quarters  ending  September 30, 2000, to be less
then zero.

     (n) Not permit the  Leverage  Ratio at any time to be greater  than 1.25 to
1.00.

     (o) Not Permit the Minimum Debt Service Coverage Ratio, for any Four Fiscal
Quarter Period,  commencing with the Four Fiscal Quarter period ending September
30, 2000, to be less than 2.00 to 1.00.

     (p) Not permit the net asset value of  American  Broad L.P. to be less than
$215 million, of American Prime L.P. to be less than $180 million or of American
Opportunity to be less than $2.5 million.

     (q)  Enter  into or  otherwise  become  bound  by any  charter,  agreement,
instrument,  or other  contract  other  than this Note which (a)  restricts  the
ability  of  any  Loan  Party  to  enter  into  amendments,   waivers  or  other
modifications  of the  Financing  Documents,  (b)  restricts  the ability of the
Borrower or any  Subsidiary of the Borrower to sell or otherwise  dispose of its
assets  except for  restrictions  in  agreements  or  instruments  described  in
subclauses  (aa) and (bb) of Section 9(h) and which  restrictions  apply only to
the equipment  financed by such  agreement or  instrument,  or (c) restricts the
ability of any  Subsidiary  of the Borrower to (A) make loans or advances to the
Borrower or (B) make any  dividend or other  distribution  to the Borrower or to
any other  Subsidiary of the Borrower or to repay any  Indebtedness or guarantee
obligation owed to the Borrower or any other Subsidiary of the Borrower.

     (r) The Borrower shall  maintain  ownership of 100% of the capital stock of
TPI and TBL.


                                       35
<PAGE>

     (s) Not issue any capital stock which results in a Change of Control.

     (t) Not make any Restricted  Payment if at the time of such payment or as a
result thereof any Event of Default or Default shall exist or result.

     (u)  Borrower  shall,  and  cause  each of its  Domestic  Subsidiaries  to,
maintain its main operating accounts at the Bank.

     (v) The Borrower  shall cause each Plan to comply in all material  respects
with the  applicable  provisions  of ERISA and the IRC and shall not  permit any
material  Reportable Event or material  Accumulated Funding Deficiency (as those
terms are defined in ERISA) to occur.  Neither  Borrower nor any ERISA Affiliate
shall establish,  maintain or make  contributions to any Multiemployer  Plan (as
defined in ERISA).

     (w) Change the fiscal year of the Borrower.

10.  Events of Default; Acceleration.

     An "Event of Default" shall exist hereunder if any of the following occurs:

     (a)  Borrower  shall fail to make any payment of any interest or principal,
          when any of the same shall become due under this Note,  whether due at
          maturity  or by  reason  of  acceleration  or demand or as part of any
          prepayment or otherwise.

     (b)  Borrower  shall  fail to make any  payment of any other  liability  or
          other obligation under any of the Financing Documents and such failure
          shall  continue  for a period of five (5)  Business  Days after Lender
          notifies Borrower of such failure;  or the occurrence of any "Event of
          Default" as defined in any other Financing Document.

     (c)  Borrower  shall  default in the due  performance  or observance of any
          covenant or other  agreement  contained in this Note;  provided,  that
          with respect to the  covenants in Sections  9(a)(i)(bb),  9(b),  9(c),
          9(d) or 9(i) hereof,  such a default  shall not be an Event of Default
          unless such  default  shall  continue for a period of thirty (30) days
          after the earlier to occur of (i) Borrower  becoming actually aware of
          such default or (ii) Lender has notified Borrower of such default.

     (d)  Any  representation,  warranty or other statement made or furnished to
          Lender by or on behalf of any Loan Party under any Financing  Document
          or other related  certificate  or other  document  proves to have been
          false or misleading in any material respect when made or furnished.

     (e)  Borrower,  any Subsidiary or any Partnership  shall fail to make, when
          due,  any payment with  respect to any  liability or other  obligation
          owed to any Person other than Lender or with respect to any guarantee,
          endorsement,  or other  obligation  relating to any liability or other
          obligation of any Person (other than  liabilities or obligations  owed
          to Lender), which liabilities or other obligations, individually or in
          the  aggregate,  equals or exceeds  $500,000.00,  beyond the period of
          grace, if any,  applicable  thereto, or the occurrence of any event of
          default  (or other  event  permitting  the  holder  of the  applicable
          indebtedness to accelerate the maturity  thereof) under any instrument
          or agreement evidencing,


                                       36
<PAGE>

          governing,  securing or  otherwise  relating to any of the  foregoing;
          provided,  that, such failure shall not constitute an Event of Default
          for so long as Borrower,  such Subsidiary or such Partnership,  as the
          case may be, is in good faith  contesting the applicable  liability or
          other  obligation  and  has  set  aside  cash  reserves  for  same  in
          accordance with GAAP.

     (f)  Insolvency  (including  any  failure  to pay  debts as they  generally
          become due),  appointment  of a  liquidator  or receiver of any of the
          property  of,  assignment  for the  benefit  of  creditors  by, or the
          commencement  of any  case  or  proceeding  under  any  bankruptcy  or
          insolvency  laws  by or  against,  Borrower,  any  Subsidiary  or  any
          Partnership; provided, that in the case of any such case or proceeding
          which is  involuntary,  it shall  not be an  Event of  Default  if the
          applicable  debtor  in good  faith  contests  same  and  such  case or
          proceeding  is  dismissed   within  sixty  (60)  days  after  same  is
          commenced.

     (g)  (i) A writ of execution, attachment, foreign attachment,  garnishment,
          replevin or any similar process shall be issued or levied with respect
          to (aa) any deposits of Borrower with Lender or any other  property of
          Borrower  in which  Lender  has a lien or right of set-off or (bb) any
          other property of Borrower or any Subsidiary or any Partnership  which
          individually or in the aggregate equals or exceeds $500,000.00 or (ii)
          any order,  judgment or decree shall be entered against Borrower,  any
          Subsidiary  or any  Partnership  by a court of competent  jurisdiction
          which, together with other outstanding orders,  judgments, and decrees
          against Borrower,  any Subsidiary or any Partnership,  as the case may
          be, equals or exceeds $500,000.00 and any such execution,  attachment,
          foreign  judgment,   garnishment,   replevin,   similar  process,   or
          judgment(s)  shall  continue  in effect for any period of thirty  (30)
          consecutive  calendar days or more without being released or a stay of
          execution.

     (h)  Any Loan Party shall challenge the validity of any Financing  Document
          or any Lien  thereunder  or any material  provision  of any  Financing
          Document  shall  be  declared   invalid  by  any  court  of  competent
          jurisdiction.

     (i)  Any Change of Control shall occur.

     Upon the occurrence and at any time during the  continuance of any Event of
Default, Lender may, by written notice to Borrower, (i) terminate any obligation
to make any further  Advances  hereunder  and/or (ii) declare the entire  unpaid
principal  balance of all Advances,  and all accrued and unpaid  interest on all
Advances,  to be due and  payable  immediately.  Upon any such  declaration  the
entire  unpaid  principal  balance of all  Advances  and all  accrued and unpaid
interest  thereon shall become and be immediately  due and payable,  without the
need for presentment, demand for payment, protest, notice of dishonor or protest
or other  notice of any kind all of which  are  expressly  waived  by  Borrower;
provided,  however,  that upon the occurrence of any of the events  specified in
subparagraph  (g) above,  (i) all such  obligations to make any further Advances
shall  automatically be terminated and (ii) the entire unpaid principal  balance
of all Advances,  and all unpaid and accrued interest on all Advances,  shall be
immediately  due  and  payable   without  any  notice   whatsoever  and  without
presentment, demand for payment, protest, notice of dishonor or protest or other
notice of any kind all of which are hereby expressly waived by Borrower.  Lender
shall  have,  upon the  occurrence  and during the  continuance  of any Event of
Default,  all other rights,  remedies,  and powers  provided to Lender under the
Financing  Documents,  any other  agreement,  instrument  or other  document  or
applicable law.


                                       37
<PAGE>

11. Certain Waivers. The Loan Parties and each of them (i) waive(s) presentment,
diligence,  protest, demand, notice of demand, notice of acceptance or reliance,
notice of  non-payment,  notice of  dishonor,  notice of  protest  and all other
notices to parties in  connection  with the delivery,  acceptance,  performance,
default or enforcement  of this Note, any  indorsement or guaranty of this Note,
or any collateral or other security,  except for notices expressly  provided for
in the Financing  Documents;  (ii) agree(s) that the full or partial  release or
discharge of any Loan Party shall not release, discharge or otherwise impair the
liabilities  of any other Loan Party;  and (iii)  waive(s) any defenses based on
suretyship or impairment of collateral.

12. Jury Waiver;  Chapter 903a Waiver.  (a) TO THE FULLEST  EXTENT  PERMITTED BY
APPLICABLE  LAW,   BORROWER  AND  LENDER  HEREBY   KNOWINGLY,   VOLUNTARILY  AND
INTENTIONALLY  WAIVE  TRIAL BY JURY  AND THE  RIGHT  THERETO  IN ANY  ACTION  OR
PROCEEDING  OF ANY KIND,  ARISING  UNDER OR OUT OF, OR  OTHERWISE  RELATED TO OR
OTHERWISE CONNECTED WITH THIS NOTE OR ANY OTHER FINANCING DOCUMENT OR ANY COURSE
OF  CONDUCT,  COURSE OF  DEALINGS,  STATEMENTS  (WHETHER  VERBAL OR  WRITTEN) OR
ACTIONS  OF ANY PARTY  RELATING  THERETO.  THIS  WAIVER  CONSTITUTES  A MATERIAL
INDUCEMENT FOR LENDER TO ACCEPT THIS NOTE AND MAKE THE ADVANCES.

     (b) BORROWER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART
IS A  "COMMERCIAL  TRANSACTION"  WITHIN  THE  MEANING  OF  CHAPTER  903a  OF THE
CONNECTICUT  GENERAL STATUTES,  AS AMENDED,  AND BORROWER HEREBY VOLUNTARILY AND
KNOWINGLY  WAIVES ANY RIGHT  WHICH  BORROWER  MIGHT HAVE TO A NOTICE AND HEARING
UNDER  SECTIONS  52-278a  to  52-278g,  INCLUSIVE,  OF THE  CONNECTICUT  GENERAL
STATUTES,  AS AMENDED,  OR OTHER  APPLICABLE  FEDERAL OR STATE LAW, IN THE EVENT
THAT LENDER (OR ITS  SUCCESSORS  OR  ASSIGNS)  SEEKS ANY  PREJUDGMENT  REMEDY IN
CONNECTION WITH THIS NOTE OR ANY OTHER FINANCING DOCUMENT.

13. Binding Nature.  This Note shall be binding upon and inure to the benefit of
Borrower  and Lender  and their  respective  successors  and  assigns.  The term
"Lender" as used herein shall include,  in addition to Lender,  any  successors,
indorsees,  or other assignees of Lender and shall also include any other holder
of this  Note.  Borrower  shall  not have the  right to  assign  its  rights  or
obligations  under any of the  Financing  Documents  without  the prior  written
consent of Lender.

     Lender  shall  have the right at any time or from time to time (at the sole
expense of the Lender's or the  applicable  Assignee (as defined  below)),  with
Borrower's  prior written consent (such consent to not be unreasonably  withheld
or delayed,  provided  that no consent of the  Borrower  shall be required if an
Event Of Default  shall exist at the time of the  assignment),  to assign all or
any portion of its rights and obligations hereunder or under any other Financing
Document  to one or more  banks or other  Persons  (each,  an  "Assignee"),  and
Borrower  agrees that it shall (and cause each Loan Party to) execute,  or cause
to be executed, such documents, including without limitation,  amendments to the
Financing  Documents,  as Lender shall  reasonably  deem necessary to effect the
foregoing. In addition, at the request of Lender and any such Assignee, Borrower
shall  issue  one or more  new  promissory  notes,  as  applicable,  to any such
Assignee and, if Lender has retained any of its rights and obligations hereunder
following such  assignment,  to Lender,  which new  promissory  note(s) shall be
issued in  replacement  of, but not in discharge of, the liability  evidenced by
this  Note  prior to such  assignment,  and  shall  reflect  the  amount  of the
respective  commitments  and  Advances  held by such  Assignee  and Lender after
giving effect to such assignment. Upon the execution and delivery of appropriate
assignment  documentation,  amendments and


                                       38
<PAGE>

any other  documentation  required by Lender in connection with such assignment,
and the payment by Assignee of the  purchase  price agreed to by Lender and such
Assignee,  such Assignee  shall be a party to the Financing  Documents and shall
have all of the rights and obligations of Lender  hereunder (and under the other
Financing  Documents) to the extent that such rights and  obligations  have been
assigned by Lender pursuant to the assignment  documentation  between Lender and
such Assignee,  and Lender shall be released from its obligations  hereunder and
thereunder to a corresponding extent.

     Lender shall have the unrestricted  right at any time and from time to time
(at the sole  expense of the Lender or the  applicable  Participant  (as defined
below)),  and without the consent of or notice to  Borrower,  to grant to one or
more banks or other Persons (each, a "Participant")  participating  interests in
Lender's  obligation to lend hereunder and/or any or all of the Advances held by
Lender  hereunder.  In the event of any such grant by Lender of a  participating
interest  to a  Participant,  whether or not upon notice to  Borrower,  the Bank
shall  remain  responsible  for the  performance  of its  obligations  under the
Financing Documents and Borrower shall continue to deal solely and directly with
Lender in connection with Lender's rights and obligations hereunder.

     Lender may furnish any  information  concerning  Borrower in its possession
from time to time to  prospective  Assignees  and  Participants,  provided  that
Lender shall require any such  prospective  Assignee or  Participant to agree in
writing to maintain  (subject to customary  exceptions) the  confidentiality  of
such information which consists of information which the Borrower has identified
as confidential.

     Lender may at any time  pledge all or any  portion of its rights  under the
Financing Documents including any portion of this Note to any of the twelve (12)
Federal  Reserve Banks  organized under Section 4 of the Federal Reserve Act, 12
U.S.C.  Section 341. No such pledge or enforcement  thereof shall release Lender
from its obligations under any of the Financing Documents.

14.  Governing Law. This Note shall be governed by and construed and interpreted
in  accordance  with the laws the State of  Connecticut,  without  regard to its
rules pertaining to conflicts of laws thereunder.

15.  Severability.  Any provision of this Note or any other  Financing  Document
which is prohibited  or  unenforceable  in any  jurisdiction  shall,  as to such
jurisdiction,   be   ineffective   to  the   extent  of  such   prohibition   or
unenforceability without invalidating the remaining provisions hereof or thereof
in such  jurisdiction,  and any  such  prohibition  or  unenforceability  in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

16. No Waiver; Cumulative Remedies. (a) Lender shall not by any act (except by a
written  instrument  executed and delivered in accordance with  subparagraph (b)
below), delay,  indulgence,  omission or otherwise, be deemed to have waived any
right,  remedy or other power hereunder or under any other Financing Document or
to have  acquiesced  to any Event of Default.  No failure to  exercise,  nor any
delay in  exercising,  on the part of Lender,  any right,  remedy or power shall
preclude  any other or further  exercise  thereof or the  exercise  of any other
right,  remedy or other power. No single or partial exercise of any other right,
remedy, or power hereunder or under any other Financing  Document shall preclude
any other or further exercise thereof or the exercise of any other right, remedy
or power.  A waiver by Lender of any right,  remedy or power  hereunder or under
any other  Financing  Document on any one occasion shall not be construed as, or
constitute  a bar to,  any  right,  remedy or other  power  which  Lender  would
otherwise have on any future occasion. The rights,  remedies and powers provided
to Lender  herein or in any other  Financing  Document  are  cumulative,  may be
exercised  singly  or  concurrently  and are not  exclusive  of and  shall be in
addition to all other rights,  remedies, or powers


                                       39
<PAGE>

provided by applicable law or any other agreement, instrument or other document.
Lender may exercise  any or all such rights,  remedies and powers at any time(s)
in any order which Lender chooses in its discretion.

          (b) No waiver,  amendment,  supplement or other modification of any of
the terms or  provisions  of this Note shall be effective  unless set forth in a
writing executed and delivered by the party sought to be charged.

17. Integration;  Conflict;  Loss of Note. (a) This Note and the other Financing
Documents  represent  the  agreement  of Borrower and Lender with respect to the
subject  matter  hereof and thereof and  supersede  all  negotiations  and prior
writings with respect to the subject matter hereof and thereof, and there are no
promises,  undertakings,  representations  or warranties  by Lender  relative to
subject matter hereof or thereof that are not expressly set forth or referred to
herein or in the other Financing Documents.

     (b) Upon  receipt of an  affidavit  of an officer of Lender as to the loss,
theft,  destruction or mutilation of this Note or any other  Financing  Document
which is not of public  record  and,  in the case of any such  mutilation,  upon
surrender and  cancellation of such Note or other Financing  Document,  Borrower
will issue, in lieu thereof, a replacement Note or such other Financing Document
in the same principal amount thereof and otherwise of like tenor.

18. Gender and Number; No Rule of Strict Construction.  (a) Whenever the context
herein so requires,  the neuter gender  includes the masculine or feminine,  and
the singular number includes the plural, and vice-versa.

     (b) Borrower  acknowledges that Borrower and Borrower's counsel have had an
opportunity  to review and negotiate  the terms and  provisions of this Note and
the other Financing Documents,  and no rule of strict construction shall be used
against  Lender  with  respect  to  this  Note  or any of  the  other  Financing
Documents.

19.  Set-off.  Borrower  hereby grants to Lender a lien,  security  interest and
right of setoff as  security  for all  liabilities  and  obligations  to Lender,
whether  now  existing or  hereafter  arising,  upon and  against all  deposits,
credits,   collateral  and  property  of  Borrower,  now  or  hereafter  in  the
possession,  custody,  safekeeping  or control of Lender or any entity under the
control of  FleetBoston  Financial  Corporation or in transit to any of them. At
any time,  without  demand or  notice,  Lender  may set off the same or any part
thereof and apply the same to any  liability  or  obligation  of  Borrower  even
though unmatured and regardless of the adequacy of any other collateral securing
any of the Advances. ANY AND ALL RIGHTS TO REQUIRE LENDER TO EXERCISE ITS RIGHTS
OR  REMEDIES  WITH  RESPECT TO ANY OTHER  COLLATERAL  WHICH  SECURES  ANY OF THE
ADVANCES, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS,
CREDITS OR OTHER PROPERTY OF THE BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND
IRREVOCABLY WAIVED.

20.  Submission to Jurisdiction;  Waiver of Punitive or  Consequential  Damages.
Borrower hereby irrevocably and unconditionally:

          (a)  submits  for  itself  and its  property  in any  legal  action or
proceeding  arising out of or otherwise  related to or connected with any of the
Financing  Documents,  or for  recognition


                                       40
<PAGE>

and  enforcement  of any  judgment  in  respect  thereof,  to the  non-exclusive
personal  jurisdiction  of any state or  federal  court  located in the State of
Connecticut;

          (b) consents that any such action or proceeding may be brought in such
courts,  and waives any objection that Borrower may now or hereafter have to the
venue of any such action or  proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

          (c) agrees that  service of process in any such  action or  proceeding
may be effected by mailing a copy thereof by  registered  or certified  mail (or
any substantially  similar form of mail),  postage prepaid, to the Borrower,  at
its address  set forth or referred to in Section 21 or at such other  address of
which the Lender shall have been notified pursuant thereto;

          (d)  agrees  that  nothing  herein  shall  affect  the right to effect
service of process in any other manner permitted by law or shall limit the right
of the Lender to bring any legal action or proceeding in any other jurisdiction;
and

          (e) waives,  to the fullest extent permitted under applicable law, any
right  Borrower may have to claim or recover in any legal  action or  proceeding
arising out of or otherwise  related to or connected with this Note or any other
Financing Document any special, exemplary, punitive or consequential damages.

21. Notices.  Notices (whether hereunder or under any other Financing  Document)
by one  party to the other  shall,  unless  otherwise  specified  herein,  be in
writing and may be given by mail, by overnight  mail sent by Federal  Express or
other nationally  recognized  overnight courier,  by telecopier,  or delivery by
hand,  addressed  to such party at the address set forth in the first  paragraph
hereof and shall be deemed given (a) in the case of mail, four (4) Business Days
after being deposited in the mail, first class postage pre-paid, (b) in the case
of overnight  mail, one (1) Business Day after being sent by overnight mail, (c)
in the case of telecopy when received,  and (d) in the case of delivery by hand,
when  delivered.  Either party may change its address for delivery of notices by
written notice to the other in the manner set forth in this Section. All notices
to Lender shall,  unless Lender otherwise notifies the Borrower,  be sent to the
attention  of Andrew  Harris and sent (in the case of notice by telecopy) to the
following telecopy number: 203-964-4850, with a copy to Edward Weiss, Esq., Finn
Dixon  &  Herling  LLP,  One  Landmark  Square,  Stamford,   Connecticut  06901,
telecopier number  203-348-5777 . All notices to the Borrower shall,  unless the
Borrower otherwise notifies Lender, be sent to the attention of Stephen Clayton,
Chief  Financial  Officer,  and sent (in the case of notice by  telecopy) to the
following telecopy number:  914-925-9337,  with a copy to Michael G. Tannenbaum,
Esq., Tannenbaum Helpern Syracuse & Hirschtritt LLP, 900 Third Avenue, New York,
New York, 10022, telecopy number 212- 371-1084.

22.  Definitions.  As used herein,  the following terms shall have the following
respective meanings:

     "Account  Receivable" means, as at any time of determination  thereof,  the
unpaid and  enforceable  portion of the  obligation of a Partnership  to TPI, as
stated in the  relevant  invoice,  in respect of the  applicable  portion of the
Management Fee (as respectively defined in the applicable Partnership Agreement)
payable to TPI for services  performed by TPI under the  applicable  Partnership
Agreement,  which amount has been recognized as revenue on the books of TPI, net
of any commissions payable to any Persons.


                                       41
<PAGE>

     "Adjusted  LIBOR" shall mean, for any Interest  Period,  the rate per annum
calculated pursuant to the following formula:

           Adjusted LIBOR =  LIBOR for such Interest Period
                             ------------------------------
                             1 - the Reserve Percentage

     "Advance" and  "Advances"  shall have the  respective  meanings given those
terms in Section 4(a) hereof.

     "Affiliate" of a Person means a Person that directly, or indirectly through
one or more  intermediaries,  controls,  or is controlled by, or is under common
control with, such Person.

     "American Broad L.P." shall mean American  Masters Broad Market Fund, L.P.,
a Delaware limited partnership.

     "American Broad  Partnership  Agreement"  shall have the meaning given that
term in the definition of Partnership Agreements.

     "American  Opportunity L.P." shall mean American Masters  Opportunity Fund,
L.P., a Delaware limited partnership.

     "American Opportunity  Partnership  Agreement" shall have the meaning given
that term in the definition of Partnership Agreements.

     "American Prime L.P." shall mean American  Masters Broad Market Prime Fund,
L.P., a Delaware limited partnership.

     "American Prime  Partnership  Agreement"  shall have the meaning given that
term in the definition of Partnership Agreements.

     "Applicable  Margin"  shall mean,  with respect to any LIBOR  Advance,  two
percent (2%), i.e., 200 basis points.

     "Borrowing  Base" shall mean,  as of any time, a dollar amount equal to the
sum of (i)  seventy-five  percent (75%) of Eligible  Receivables as of such time
plus (ii) ninety  percent (90%) of the TPI American  Opportunity  FMV as of such
time.  The  initial  Borrowing  Base  shall be based  upon and use the  Eligible
Receivables and TPI American  Opportunity  FMV as of July 24, 2000.  Thereafter,
the Borrowing Base shall,  subject to the last sentence of this  definition,  be
updated and adjusted  monthly using the amount of Eligible  Receivables  and the
TPI American  Opportunity FMV, as of the last day of each month (each a "Monthly
Borrowing Base Measuring  Date")  commencing  with July 31, 2000, with each such
monthly  update  and  adjustment  to take  effect  on the 25th day of the  month
immediately  succeeding the month in which the applicable Monthly Borrowing Base
Measuring  Date occurs (or such earlier  date,  if any, as the Borrower may have
delivered,  pursuant  to Section  9(c)  hereof,  a  Borrowing  Base  Certificate
reporting the Borrowing Base of such Monthly  Borrowing Base Measuring Date). If
an Event of Default has occurred and is continuing,  the Lender may require that
the  Borrowing  Base  be  updated  and  adjusted  (and  related  Borrowing  Base
Certificates delivered) on a more frequent basis.

     "Borrowing Base Certificate"  shall mean a Borrowing Base  Certificate,  in
the form of  Exhibit A  attached  hereto or such  other  form as the  Lender may
reasonably  request from time to time,  reporting the


                                       42
<PAGE>

most recent  Borrowing Base and accompanied by, in a form reasonably  acceptable
to the Lender,  a detailed  accounting  of the  receivables  (including  without
limitation  any Account  Receivables)  of TPI and a summary of the TPI  American
Opportunity FMV.

     "Borrowing  Request"  shall mean a borrowing  request  made by the Borrower
under Section 4(b)(iii) hereof.

     "Business Day" means any day other than a Saturday,  Sunday or other day on
which banks are authorized to close in the State of Connecticut; provided, that,
when used in connection with a LIBOR Advance, the term "Business Day" shall also
exclude any day on which banks are not open for  dealings in dollar  deposits in
the London interbank market.

     "Change in Control":  shall be deemed to have occurred if (a) any Person or
group  (within  the  meaning  of Rule  13d-5,  as in effect on the date  hereof,
promulgated by the SEC under the  Securities  Exchange Act of 1934, as amended (
the "Exchange Act")),  other than a Current Excepted  Shareholder,  shall, after
the date hereof, hold beneficial ownership (within the meaning of Rule 13d03, as
in effect on the date hereof, promulgated by the SEC under the Exchange Act), of
shares  representing  more  than  50% of the  aggregate  ordinary  voting  power
represented by the issued and outstanding capital stock of the Borrower,  or (b)
a majority of the seats  (other than vacant  seats) on the board of directors of
the  Borrower  shall at any time be occupied  by Persons who are not  Continuing
Directors.  "Current Excepted Shareholder" shall mean any Person or group (as so
defined) who, as of the date hereof, owns 25% or more of shares representing the
aggregate  ordinary  voting  power  represented  by the issued  and  outstanding
capital stock of the Borrower as of the date hereof.

     "Code"  shall mean the  Uniform  Commercial  Code as in effect from time to
time in the State of Connecticut;  provided, that, when the term Code is used in
connection with defining a term, it shall mean the Uniform Commercial Code as in
effect in Connecticut as of the date of this Note.

     "Continuing  Directors"  members of the board of  directors of the Borrower
who (i) were directors on the date hereof,  (ii) had been directors for at least
two years, or (iii) were  recommended or elected with the affirmative  vote of a
majority of the  Continuing  Directors at a meeting at which at least 60 percent
of the Continuing Directors were present.

     "Default"  shall mean any event or circumstance  which,  with the giving of
notice or passage of time, or both, would become an Event of Default.

     "Domestic Subsidiary" shall mean any Subsidiary organized under the laws of
any state or other jurisdiction of the United States.

     "EBIT" shall mean, for any period for any Person, the sum of (i) Net Income
of such  Person  for  such  period  plus  (ii)  to the  extent  deducted  in the
calculation  of Net Income for such  period,  Interest  Expense for such period,
plus  (iii) to the extent  deducted  in the  calculation  of Net Income for such
period,  income taxes for such period,  all  determined in accordance  with GAAP
consistently applied.

     "Eligible  Receivables"  shall mean,  at any time,  the net amount of those
Account Receivables at such time (net of any applicable reserves and of any fees
(e.g. late fees)), and which continually meet the following requirements:


                                       43
<PAGE>

          (i) The Account  Receivable shall not be unpaid more than 90 days from
     the date of original invoice and shall not be more than 60 days past due;

          (ii) The applicable Partnership with respect to the Account Receivable
     shall not have more than 20% of such  Partnerships  then total  outstanding
     Account Receivables owed to TPI remaining unpaid more than 90 days from the
     applicable dates of original invoice or more than 60 days past due;

          (iii) The  Account  Receivable  arose from the lawful  performance  of
     management  services  by TPI which have been fully and  properly  performed
     pursuant  to,  and in  accordance  with the  terms  and  provisions  of the
     applicable   Partnership  Agreement  and  any  applicable  laws,  rules  or
     regulations,  no  further  act is  necessary  by TPI in order to make  such
     Receivable  payable by the  Partnership  and such  Receivable is the legal,
     valid and binding obligation of the applicable Partnership,  enforceable in
     accordance with its terms;

          (iv) The Account  Receivable is not subject to any prior or subsequent
     assignment, claim, lien, security interest or other Lien except that of the
     Lender and is not subordinated in any manner and the collateral  assignment
     thereof to the Lender does not contravene breach, violate, conflict with or
     result in an event of  default,  termination,  or right to remove  TPI as a
     general  partner  (or  otherwise  impair its rights)  under the  applicable
     Partnership  Agreement and the collateral  assignment thereof to the Lender
     is permitted under any applicable laws, rules or regulations;

          (v) (a) The  Account  Receivable  is not  subject to (aa) any  set-off
     counterclaim,  claim, defense, allowance, unapplied cash, unapplied credit,
     retainage, or adjustment, or (bb) dispute,  objection or complaint (whether
     by the  Partnership  concerning its liability on the Account  Receivable or
     otherwise),  and (b) the Account Receivable is otherwise fully enforceable,
     not subject to approval by the  applicable  Partnership,  and TPI is either
     qualified to do business in the State where the  applicable  Partnership is
     located or does not need to be  qualified  to do  business in such State in
     order to enforce the Receivable.

          (vi) No case or petition in bankruptcy or other application for relief
     under the federal  bankruptcy  code or other  insolvency law has been filed
     with  respect to the  Partnership  which is the  obligor  under the Account
     Receivable; and such Partnership has not made an assignment for the benefit
     of creditors,  become insolvent,  or suspended or terminated business;  and
     the obligor is generally paying its debts as they become due;

          (vii) The Lender has a first priority attached and perfected  security
     interest in the Account Receivable;

          (viii) The  original  invoice  for the Account  Receivable  represents
     management  fees accrued under the  applicable  Partnership  Agreement in a
     calendar  month and is billed in a manner  similar  to the  manner in which
     management fees under such  Partnership  Agreement were billed prior to the
     date of this Note.

          (ix)  The  Account  Receivable   complies  with  any  other  covenant,
     agreement, representation,  warranty, or other applicable term or provision
     of any Financing Document; and


                                       44
<PAGE>

          (x) The  Account  Receivable  is not in good faith  determined  by the
     Lender to be  ineligible  for any other  reason  generally  accepted in the
     commercial finance business as a reason for ineligibility.

     "Eurodollar  Rate" shall mean, for any Interest Period a per annum interest
rate equal to the sum of (a) Adjusted  LIBOR for such  Interest  Period plus (b)
the Applicable Margin.

     "Event of  Default"  shall have the  meaning  given that term in Section 10
hereof.

     "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
amended from time to time and the regulations and rulings thereunder.

     "ERISA  Affiliate"  shall  mean  any  trade  or  business  (whether  or not
incorporated)  that is member of a group of which  the  Borrower  (or any of its
Subsidiaries)  is a member  and  which is  treated  as a single  employer  under
Section 414 of the IRC.

     "Existing Domestic Subsidiaries" shall mean TFI, TPI and TSI.

     "Existing Foreign Subsidiaries" shall mean TASS, TBL, and TIMI.

     "Existing  Subsidiaries" shall mean the Existing Domestic  Subsidiaries and
the Existing Foreign Subsidiaries.

     "Facility  Availability  Period"  shall mean from the date hereof until the
Final Maturity Date.

     "Final  Maturity  Date" shall have the meaning given that term in Section 1
hereof.

     "Financing  Documents" means this Note, the Pledge Agreement,  the Guaranty
and all other agreements,  instruments, financing statements,  certificates, and
other  documents  executed  and/or  delivered at any time by Borrower,  pursuant
hereto or thereto or in connection herewith or therewith,  as any of same may be
amended, supplemented or otherwise modified from time to time.

     "Foreign  Subsidiary"  shall  mean any  Subsidiary  other  than a  Domestic
Subsidiary.

     "Four  Fiscal  Quarter  Period"  shall mean any period of four  consecutive
fiscal quarters of Borrower.

     "GAAP" means generally accepted  accounting  principles as in effect in the
United States of America;  provided,  that, with respect to financial statements
of  TASS  that  are not  part of any  consolidated  or  consolidating  financial
statements  of the  Borrower  and its  Subsidiaries,  GAAP shall mean  generally
accepted accounting principles as in effect in the United Kingdom.

     "Governmental  Authority" shall mean any Federal,  state,  local or foreign
governmental agency, authority, instrumentality, court or regulatory body.

     "Guarantors"  shall mean TPI, and any other Persons,  if any, who may, from
time to time, guarantee the payment of any of the obligations under this Note.


                                       45
<PAGE>

     "Guaranty"  shall  mean the  Guaranty  Agreement,  of even  date  herewith,
between TPI and the Lender,  as same may be amended,  supplemented  or otherwise
modified from time to time.

     "Indebtedness" of any Person at any particular date,  without  duplication,
means (a) all indebtedness of such Person for borrowed money or for the deferred
purchase price of property or services  (except trade accounts  payable incurred
in the ordinary  course of business),  (b) all  obligations  of such Person upon
which  interest  charges are  customarily  paid or which are evidenced by notes,
bonds, debentures,  credit agreements or similar agreements or instruments,  (c)
all obligations of such Person under  conditional  sale or other title retention
agreements  relating to property or assets  purchased  by such  Person,  (d) all
obligations  of such Person  under  capitalized  or  synthetic  leases,  (e) all
obligations  of such  Person in  respect  of  acceptances,  letters of credit or
letters of guaranty  issued or created for the account of such  Person,  (f) all
liabilities secured by any Lien on any property owned by such Person, whether or
not such Person has assumed or otherwise  become liable for the payment thereof,
(g) any mandatorily  redeemable  stock, or (h) any guaranty (direct or indirect)
by such Person of the  Indebtedness or other  liabilities of any other Person or
otherwise  protecting the holder or other obligee of such  Indebtedness or other
liabilities  against  loss.  The  Indebtedness  of any Person shall  include any
Indebtedness  of any general  partnership (or other entity) in which such Person
is the general partner or is otherwise liable for the payment thereof.

     "Indemnitee" shall have the meaning given that term in Section 7(b) hereof.

     "Interest  Coverage Ratio" shall mean for any period, the ratio of (i) EBIT
of Borrower and its Subsidiaries on a consolidated basis for such period to (ii)
Interest  Expense of the Borrower and its  Subsidiaries on a consolidated  basis
for such period.

     "Interest  Election  Request"  shall  have the  meaning  given that term in
Section 4(b)(iv) hereof.

     "Interest  Expense"  shall mean,  for any period for any Person,  the total
interest  expense of such Person for such period  determined in accordance  with
GAAP consistently  applied including,  without limitation,  for the avoidance of
doubt, (i) interest  expense  attributable to capitalized  lease  obligations in
accordance with GAAP, (ii) amortization of debt discounts and (iii) amortization
of all fees  payable in  connection  with the  incurrence  of debt to the extent
included in interest expense.

     "Interest  Payment Date" shall mean the first Business Day of each month of
each year, commencing August 1, 2000.

     "Interest Period" shall mean, with respect to a LIBOR Advance,  a period of
one,  two or three  months (as  selected  by Borrower  pursuant to Section  4(b)
hereof),  commencing on the date of such Advance (or, in the case of an Interest
Election  Request,  the day of the applicable  continuation  or conversion)  and
ending on the day which  corresponds  numerically to such date one, two or three
months,  respectively,  thereafter (unless there is no numerically corresponding
day in such next, second or third succeeding month, respectively,  in which case
such Interest Period shall end on the last Business Day of such next,  second or
third succeeding month,  respectively);  provided,  however,  that each Interest
Period which would  otherwise end on a day which is not a Business Day shall end
on the next succeeding  Business Day unless, in the case of a LIBOR Advance such
next  succeeding  Business Day would fall in the next calendar  month,  in which
case the  Interest  Period  shall end on the next  preceding  Business  Day, and
provided further,  that (i) the initial Interest Period may, if the Borrower and
Lender  mutually  agree,  be for a period  other than 30, 60 or 90 days and (ii)
each Interest  Period which would  otherwise  end after the Final  Maturity Date
shall end on the Final Maturity Date.


                                       46
<PAGE>

     "IRC"  shall mean the  Internal  Revenue  Code of 1986,  as the same may be
amended from time to time.

     "Late Charge" means five percent (5%) of the applicable late payment.

     "Leverage  Ratio"  shall  mean,  as of any  day,  the  ratio  of (i)  Total
Liabilities as of such day to (ii) Tangible Net Worth as of such day.

     "LIBOR" shall mean, with respect to any Interest Period, the rate per annum
(rounded upward, if necessary, to the nearest 1/32 of one percent) as determined
on the basis of the  offered  rates for  deposits  in U.S.  dollars for a period
comparable to such Interest  Period which appears on Telerate Page 3750 (or such
other page as may replace  that page on the  Telerate  System for the purpose of
displaying  comparable  rates) as of 11:00 a.m., London time, on the day that is
two (2) London  Banking Days  preceding the first day of such  Interest  Period;
provided,  however, if such rate does not appear on the Telerate System (or such
replacement  page) on the relevant  London  Banking Day, LIBOR shall be the rate
(rounded  upwards as described above, if necessary) for deposits in U.S. dollars
for such period  which  appears on the  Reuters  Screen LIBO Page (or such other
page as may  replace  that  page  on the  Reuters  System  for  the  purpose  of
displaying  comparable  rates) as of 11:00 a.m., London time, on the day that is
two (2) London Banking Days preceding the first day of such Interest Period.  If
both the  Telerate  or Reuters  Systems are  unavailable,  then the rate will be
determined on the basis of the rates at which deposits in U.S.  dollars for such
period are offered by four major banks in the London interbank market,  selected
by Lender, at approximately  11:00 a.m., London time, on the day that is two (2)
London  Banking  Days  preceding  the first  day of such  Interest  Period.  The
principal London office of each of the four major London banks will be requested
to provide a quotation of its U.S.  dollar deposit offered rate. If at least two
such  quotations  are  provided,  the rate  will be the  arithmetic  mean of the
quotations.  If fewer than two  quotations  are provided as requested,  the rate
will be the arithmetic mean of the rates quoted by major banks in New York City,
selected by Lender, at approximately 11:00 a.m., New York City time, on that day
which is two (2) London  Banking Days  preceding  the first day of such Interest
Period for loans in U.S. dollars to leading  European banks for such period.  In
the event that Lender is unable to obtain any such quotation as provided  above,
interest shall accrue on the applicable  Advance (anything  contained in Section
2(a) or any other provision hereof to the contrary notwithstanding), but subject
to Section 2(g) of this Note, at a rate per annum equal to the Prime Rate.

     "LIBOR  Advance"  shall mean an Advance,  or  applicable  portion  thereof,
bearing interest at a rate determined by reference to the Adjusted LIBOR.

     "Lien" means any  mortgage,  security  interest,  pledge,  title  retention
agreement,  hypothecation,  assignment,  lien, lease,  attachment,  garnishment,
levy, charge, voting agreement, or other encumbrance of any kind.

     "Loan Parties" shall mean the Borrower and each Guarantor.

     "London  Banking  Day"  shall  mean  any day on  which  banks  are open for
dealings in Dollar deposits in the London interbank market.

     "Material  Adverse  Effect"  shall mean with  respect  to any  event,  act,
condition or occurrence of whatever nature (including any adverse  determination
in any litigation,  arbitration,  or governmental  investigation or proceeding),
whether  singly or in conjunction  with any other event or events,  act or acts,


                                       47
<PAGE>

condition or conditions,  occurrence or occurrences,  whether or not related,  a
material  adverse  change in, or a material  adverse effect upon, any of (a) the
financial  condition,   business  income,   assets,   liabilities  or  prospects
(financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole,
(b) the rights and remedies of the Lender under the Financing Documents,  or the
ability  of any Loan  Party to  perform  its  obligations  under  the  Financing
Documents to which it is a party  (including  without  limitation the ability of
the  Borrower or any  Guarantor  to move any  payments  required of it), (c) the
legality,  validity or  enforceability  of any  Financing  Document,  or (d) the
existence,  perfection  or  priority  of any  security  interest  granted in the
Financing Documents or the value of any material collateral thereunder.

     "Minimum Debt Service Coverage Ratio" shall mean, for any period, the ratio
of (i) EBIT for such period  minus the sum of (a) Cash Taxes for such period and
(b) Distributions Paid for such period to (ii) the sum of (a) Current Maturities
of Indebtedness  for such period and (b) Interest  Expense for such period,  all
determined in accordance with GAAP  consistently  applied.  For purposes of this
definition,  "Cash Taxes" shall mean,  for any period,  all income taxes paid in
cash by the Borrower and its Subsidiaries  during such period, on a consolidated
basis;  "Distributions Paid" shall mean, for any period, all Restricted Payments
paid in cash in such period by the  Borrower  during such  period;  and "Current
Maturities of Indebtedness"  shall mean, for any period, the aggregate amount of
all scheduled  payments of principal of all Indebtedness of the Borrower and its
Subsidiaries,  on a consolidated  basis,  during such period,  including without
limitation,  for the  avoidance  of doubt  the  portion  of any  payments  under
capitalized leases that is allocable to principal.

     "Net Cash Proceeds"  means,  with respect to any  transaction or event,  an
amount equal to the cash proceeds received by the Company or any Subsidiary from
or in respect of such transaction or event  (including  proceeds of any non-cash
proceeds of such  transaction),  less any expenses  reasonably  incurred by such
Person in connection therewith.

     "Net Income" shall mean,  for any period,  the net income (net loss) of the
Borrower and its Subsidiaries,  on a consolidated  basis, for such period (taken
as a single accounting  period)  determined in accordance with GAAP consistently
applied.

     "Obligations"  shall  mean all  liabilities  and other  obligations  now or
hereafter  owing  from  Borrower  to  Lender,   of  whatever  kind,   nature  or
description,  whether  or not  currently  contemplated  at the time  hereof  and
whether such liabilities or other obligations be direct or indirect, absolute or
contingent,  or due or to become due, and including  without  limitation any and
all principal,  interest,  indemnity  amounts and costs and expenses  (including
reasonable  attorneys' fees and disbursements).  Obligations shall include,  but
not be  limited  to,  any and all  present  and  future  liabilities  and  other
obligations of every kind, nature and description,  under this Note or any other
Financing  Documents,  including  without  limitation  any  and  all  principal,
interest,  indemnity  amounts  and  costs  and  expenses  (including  reasonable
attorneys' fees and disbursements).

     "Partnership   Agreements"   shall  mean  (i)  the   Agreement  of  Limited
Partnership  of American  Masters Broad Market Fund,  L.P.,  dated as of May 31,
1994, by and among TPI, as the General  Partner,  American  Broad L.P.,  and the
Limited  Partners (as defined  therein),  as amended by an amendment  made as of
December  1,  1999,  and as same  may  otherwise  be  amended,  supplemented  or
otherwise   modified  from  time  to  time  (the  "American  Broad   Partnership
Agreement"),  (ii)  The  Broad  Market  Prime  Fund,  L.P.  Limited  Partnership
Agreement, dated as of June 1, 1997 between TPI, as the General Partner, and the
other Partners (as defined  therein),  as amended by Amendment No. 1 dated as of
June 11, 1999, and as same may otherwise be amended,  supplemented  or otherwise
modified from time to time (the  "American  Prime  Partnership  Agreement")  and
(iii) the American Masters Opportunity Fund, L.P.


                                       48
<PAGE>

Limited Partnership Agreement,  dated as of May 1, 2000, between TPI, as General
Partner,  and the other Partners (as defined  therein),  as same may be amended,
supplemented or otherwise modified from time to time (the "American  Opportunity
Partnership Agreement").

     "Partnerships"  shall  collectively  mean (i)  American  Broad  L.P.,  (ii)
American Prime L.P., and (iii) American Opportunity L.P.

     "Permitted  Lien" shall mean:  (a) Liens for taxes not yet due or which are
being contested as permitted hereunder;

     (b)  carriers',  warehousemen's,   mechanics'  materialmen's,   landlords',
repairmen's  or other like Liens arising in the ordinary  course of business and
not  overdue  for a period of more than  thirty  (30) days or the full amount of
which has been bonded or which are being  contested in good faith by appropriate
proceedings  in a manner which will not  jeopardize  or diminish the interest of
Lender in any collateral subject to the Financing Documents;

     (c)  pledges  or  deposits  in  connection   with  workers'   compensation,
unemployment insurance and other social security legislation;

     (d) deposits to secure the performance of bids, trade contracts (other than
for borrowed money),  leases,  statutory  obligations,  surety and appeal bonds,
performance  bonds  and  other  obligations  of a like  nature  incurred  in the
ordinary course of business;

     (e) easements,  rights-of-way,  restrictions and other similar encumbrances
incurred in the ordinary  course of business  which,  in the aggregate,  are not
substantial in amount and which do not in any case  materially  detract from the
value of the property subject thereto or materially  interfere with the ordinary
conduct of the business of Borrower;

     (f) Purchase money liens and  capitalized  leases  securing  purchase money
Indebtedness or capitalized lease  Indebtedness  otherwise  permitted  hereunder
provided  that such  liens and  leases  only  cover  the  respective  properties
purchased with such debt or leased under such leases, as the case may be; and

     (g) Liens on the assets of the Borrower or any of its  Subsidiaries  (other
than  any  collateral  under  the  Financing  Documents)  securing  Indebtedness
permitted under Section 9(g)(iv) above.

     "Permitted  Purposes"  shall mean (i) the  Redemption  and (ii) the general
working  capital  needs of Borrower,  provided that no more than an aggregate of
$500,000 of the  proceeds of Advances may be used for  investments  (whether for
capital contributions, acquisitions or otherwise).

     "Permitted  Waivers"  shall mean waivers by TPI, in the good faith exercise
of its business  judgment,  of no more than 25 basis points  (i.e.,  0.25%) with
respect to that  portion of the  Management  Fee (as  defined in the  applicable
Partnership  Agreement)  attributable  to a limited  partner  in the  applicable
Partnership.

     "Person" means any  individual,  corporation,  limited  liability  company,
partnership, trust or unincorporated organization, a government or any agency or
political subdivision thereof, or any other entity.


                                       49
<PAGE>

     "Plan" shall have the meaning given that term in Section 8(a)(x) hereof.

     "Pledge  Agreement"  shall mean that the Pledge  Agreement  from TPI to the
Lender, of even date herewith, as same may be amended, supplemented or otherwise
modified from time to time.

     "Prime  Rate"  shall  mean the  variable  per  annum  rate of  interest  so
designated  from time to time by Lender as its prime  rate.  The Prime Rate is a
reference rate and does not necessarily  represent the lowest or best rate being
charged to any customer.  Changes in the rate of interest resulting from changes
in the Prime Rate shall take place  immediately  without notice or demand of any
kind.

     "Prime Rate Advance" shall mean an Advance,  or applicable portion thereof,
bearing  interest at a rate  determined  by reference  to the Prime Rate.  If an
Advance is not a LIBOR Advance it shall be deemed a Prime Rate Advance.

     "Redemption"  shall mean the  redemption  by the  Borrower of up to 200,000
shares  of the Class A common  stock of the  Borrower  for a per share  purchase
price of no more than $11.50.

     "Reserve  Percentage"  shall  mean the  aggregate  of the  maximum  reserve
percentages  (including  any  marginal,   special,   emergency  or  supplemental
reserves),  expressed as a decimal, established by the Board of Governors of the
Federal  Reserve  System (or any  successor)  and  applicable  to Lender (or its
successor) in respect of Eurocurrency liabilities (as defined in Regulation D of
such Board (or its  successor) as same may be modified and  supplemented  and in
effect  from  time  to  time).   The  Reserve   Percentage   shall  be  adjusted
automatically  on  and  as of the  effective  date  of  any  change  in  reserve
percentage.

     "Restricted  Payment"  shall mean (i) any  dividend or other  distribution,
direct or  indirect,  on account of any shares of any class of capital  stock of
the  Borrower,  whether  now or  hereafter  outstanding,  (ii)  any  redemption,
retirement,  sinking fund or similar payment,  purchase or other acquisition for
value,  direct or indirect,  of any such shares or any  recapitalization  to the
extent it involves  any cash  payment or other  distribution  of property of the
Borrower  (except a distribution of capital stock of the Borrower not consisting
of redeemable  securities) and (iii) any payment made by the Borrower to retire,
purchase,  acquire or to obtain the  surrender  of,  any  outstanding  warrants,
options or other rights to acquire any such shares;  provided,  that, Restricted
Payments shall not include non-cash dividends paid by the Borrower solely in its
capital stock (except redeemable securities).

     "Revolving  Maximum  Amount"  shall  mean,  at any time,  the lesser of (i)
$2,500,000 or (ii) the Borrowing Base at such time.

     "SEC": the Securities and Exchange  Commission,  any successor  thereto and
any analogous Governmental Authority.

     "Solvent"  shall mean, with respect to any Person (or group of Persons) (a)
the property of such Person (or group),  at fair market  value,  will exceed the
debts of such Person (or group),  (b) such Person (or group) will be able to pay
its debts as such debts become  absolute  and  matured,  and (c) such Person (or
group) will have, as of the applicable  date,  sufficient  capital with which to
conduct its business.  For purposes of this definition,  "debt" means "liability
on a claim"  and  "claim"  means (i) any right to  payment,  whether or not such
right is reduced  to  judgment,  liquidated,  unliquidated,  fixed,  contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured
or (ii) any right to an


                                       50
<PAGE>

equitable  remedy  for  breach  of  performance  if such  breach is  reduced  to
judgment, fixed, contingent,  matured, unmatured,  disputed, undisputed, secured
or unsecured.

     "Subsidiary"  shall  mean as to any  Person,  a  corporation,  partnership,
limited  liability  company  or other  entity of which  shares of stock or other
ownership interests having ordinary voting power (other than stock or such other
ownership  interests  having  such  power only by reason of the  happening  of a
contingency)  to elect a majority of the board of directors or other managers of
such corporation, partnership or other entity are at the time owned, directly or
indirectly,  by such Person. For the avoidance of doubt,  partnerships shall not
be  considered  Subsidiaries  of a Person solely by reason of the fact that such
Person, as general partner of such partnership,  controls the management of such
partnership  (so that,  for example,  none of the  Partnerships,  as of the date
hereof,  would be  Subsidiaries of the Borrower).  Unless the context  otherwise
requires,  the term  Subsidiary  as used herein shall mean a  Subsidiary  of the
Borrower.

     "Tangible  Net Worth" shall mean, as of any date,  the total  shareholder's
equity  (including  capital  stock,  additional  paid-in  capital  and  retained
earnings after  deducting  treasury  stock) which would appear on a consolidated
balance  sheet of  Borrower  and its  Subsidiaries  prepared  as of such date in
accordance with GAAP consistently  applied, less the aggregate book value of the
Intangible  Assets of Borrower and its  Subsidiaries  (on a consolidated  basis)
shown on such balance sheet.  "Intangible  Assets" shall mean those assets which
are (i) deferred assets,  other than prepaid  insurance and prepaid taxes,  (ii)
patents, copyrights,  trademarks, tradenames, franchises, goodwill, experimental
expenses and other similar assets which would be classified as intangible assets
on a balance sheet of such Person, prepared in accordance with GAAP consistently
applied,   (iii)   unamortized   debt  discount  and  expense,   (iv)  leasehold
improvements,  and (v) any  other  assets  which  under  GAAP (so  applied)  are
considered to be intangible assets.

     "TASS"  shall  mean TASS  Investment  Research  Limited,  a United  Kingdom
corporation.

     "TBL" shall mean Tremont (Bermuda) Limited, a Bermuda corporation.

     "TFI" shall mean Tremont Futures, Inc., a Delaware corporation.

     "TIMI"  shall  mean  Tremont  Investment   Management,   Inc.,  an  Ontario
corporation.

     "TPI" shall mean Tremont Partners, Inc., a Connecticut corporation.

     "TPI American  Opportunity FMV" shall mean, as of any date, the fair market
value of TPIs investment as a limited partner in American  Opportunity  L.P., as
of such date, which value shall,  for purposes of this definition,  be deemed to
be the  amount,  as of such date,  of the  Capital  Account  (as  defined in the
American Opportunity Partnership Agreement) of TPI, in its capacity as a limited
partner of American  Opportunity L.P., and assuming  (anything  contained in the
American Opportunity Partnership Agreement to the contrary notwithstanding), for
purposes of this definition and determining  such amount,  that such date is the
end of an Accounting Period (as defined in the American Opportunity  Partnership
Agreement).

     "TSI" shall mean Tremont Securities, Inc., a New York corporation.

     "Total  Liabilities"  shall mean,  as of any day,  all  liabilities  of the
Borrower and its  Subsidiaries,  on a consolidated  basis,  as of such day which
would be  reflected  on a  consolidated  balance  sheet of the


                                       51
<PAGE>

Borrower and its  Subsidiaries as of such day, all determined in accordance with
GAAP consistently applied.

     "Tranche"  shall mean any LIBOR  Advance(s)  as to which a single  Interest
Period is in effect.

     "Type" when used in reference to any Advance(s) or portion thereof,  refers
to whether such  Advance(s) or portion  thereof is a LIBOR Advance or Prime Rate
Advance.

     23.  Compliance.  Unless otherwise agreed to in writing by the Borrower and
the Lender after the date hereof,  compliance  with the  covenants  set forth in
Sections 9(k)-(p) and other applicable  provisions hereof shall be based on GAAP
applied on a  consistent  basis  with-  that used in  preparing  the  historical
financial  statements of the Borrower and its  Subsidiaries of December 31, 1999
and March 31, 2000.

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

                                                 TREMONT ADVISERS, INC.



                                                 -------------------------------
                                                 Name:
                                                 Title:        , duly authorized

ACCEPTED:

FLEET NATIONAL BANK


By:  _______________________
     Name:
     Title:


                                       52
<PAGE>

                                                                       Exhibit A

                      [Form of Borrowing Base Certificate]



                                       53