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                                 PROMISSORY NOTE


$70,000.00                                                   As of June 10, 2004
                                                              New York, New York

         Rand Acquisition Corporation (the "Maker") promises to pay to the order
of Laurence S. Levy (the "Payee") the principal sum of Seventy Thousand Dollars
and No Cents ($70,000.00) in lawful money of the United States of America,
together with interest on the unpaid principal balance of this Note, on the
terms and conditions described below.

         1. Principal. The principal balance of this Note shall be repayable on
the earlier of (i) June 10, 2005 or (ii) the date on which Maker consummates an
initial public offering of its securities.

         2. Interest. No interest shall accrue on the unpaid principal balance
of this Note.

         3. Application of Payments. All payments shall be applied first to
payment in full of any costs incurred in the collection of any sum due under
this Note, including (without limitation) reasonable attorneys' fees, then to
the payment in full of any late charges and finally to the reduction of the
unpaid principal balance of this Note.

         4. Events of Default. The following shall constitute Events of Default:

                  (a) Failure to Make Required Payments. Failure by Maker to pay
the principal of or accrued interest on this Note within five (5) business days
following the date when due.

                  (b) Voluntary Bankruptcy, Etc. The commencement by Maker of a
voluntary case under the Federal Bankruptcy Code, as now constituted or
hereafter amended, or any other applicable federal or state bankruptcy,
insolvency, reorganization, rehabilitation or other similar law, or the consent
by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker
or for any substantial part of its property, or the making by it of any
assignment for the benefit of creditors, or the failure of Maker generally to
pay its debts as such debts become due, or the taking of corporate action by
Maker in furtherance of any of the foregoing.

                  (c) Involuntary Bankruptcy, Etc. The entry of a decree or
order for relief by a court having jurisdiction in the premises in respect of
maker in an involuntary case under the Federal Bankruptcy Code, as now or
hereafter constituted, or any other applicable federal or state bankruptcy,
insolvency or other similar law, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of Maker or for any
substantial part of its property, or ordering the winding-up or liquidation of
its affairs, and the continuance of any such decree or order unstayed and in
effect for a period of 60 consecutive days.




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         5. Remedies.

                  (a) Upon the occurrence of an Event of Default specified in
Section 4(a), Payee may, by written notice to Maker, declare this Note to be due
and payable, whereupon the principal amount of this Note, and all other amounts
payable thereunder, shall become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived, anything contained herein or in the documents
evidencing the same to the contrary notwithstanding.

                  (b) Upon the occurrence of an Event of Default specified in
Sections 4(b) and 4(c), the unpaid principal balance of, and all other sums
payable with regard to, this Note shall automatically and immediately become due
and payable, in all cases without any action on the part of Payee.

         6. Waivers. Maker and all endorsers and guarantors of, and sureties
for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and
imperfections in any proceedings instituted by Payee under the terms of this
Note, and all benefits that might accrue to Maker by virtue of any present or
future laws exempting any property, real or personal, or any part of the
proceeds arising from any sale of any such property, from attachment, levy or
sale under execution, or providing for any stay of execution, exemption from
civil process, or extension of time for payment; and Maker agrees that any real
estate that may be levied upon pursuant to a judgment obtained by virtue hereof,
on any writ of execution issued hereon, may be sold upon any such writ in whole
or in part in any order desired by Payee.

         7. Unconditional Liability. Maker hereby waives all notices in
connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be
unconditional, without regard to the liability of any other party, and shall not
be affected in any manner by any indulgence, extension of time, renewal, waiver
or modification granted or consented to by Payee, and consents to any and all
extensions of time, renewals, waivers, or modifications that may be granted by
Payee with respect to the payment or other provisions of this Note, and agree
that additional makers, endorsers, guarantors, or sureties may become parties
hereto without notice to them or affecting their liability hereunder.

         8. Notices. Any notice called for hereunder shall be deemed properly
given if (i) sent by certified mail, return receipt requested, (ii) personally
delivered, (iii) dispatched by any form of private or governmental express mail
or delivery service providing receipted delivery, (iv) sent by telefacsimile or
(v) sent by e-mail, to the following addresses or to such other address as
either party may designate by notice in accordance with this Section:



         If to Maker:

                   Rand Acquisition Corporation
                   595 Madison Avenue, 35th Floor
                   New York, New York 10022
                   Attn.:  Laurence S. Levy, Chairman of the Board




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         If to Payee:

                   Laurence S. Levy

Notice shall be deemed given on the earlier of (i) actual receipt by the
receiving party, (ii) the date shown on a telefacsimile transmission
confirmation, (iii) the date on which an e-mail transmission was received by the
receiving party's on-line access provider (iv) the date reflected on a signed
delivery receipt, or (vi) two (2) Business Days following tender of delivery or
dispatch by express mail or delivery service.

         9. Construction. This Note shall be construed and enforced in
accordance with the domestic, internal law, but not the law of conflict of laws,
of the State of New York.

         10. Severability. Any provision contained in this Note 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, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has
caused this Note to be duly executed by its Secretary the day and year first
above written.


                                            RAND ACQUISITION CORPORATION



                                            By: /s/ Carol Zelinski
                                                --------------------------------
                                                Name: Carol Zelinski, Secretary