Exhibit 10.3


    
      

    


    Exhibit
      10.3

    


    PROMISSORY
      NOTE

    


    
      	
              $2,000,000.00

            	
              June
                2, 2005

            
	 	
              Newark,
                New Jersey

            


    

    


    FOR
      VALUE RECEIVED, IFT CORPORATION,
      a
      Delaware corporation and RICHARD
      KURTZ
      jointly
      and severally, (“Borrower”),
      jointly
      and severally, hereby promises to pay to the order of WACHOVIA
      BANK, NATIONAL ASSOCIATION (“Bank”),
      at its
      offices at 190 River Road, Summit, New Jersey 07901, or such other place as
      Bank
      shall designate in writing from time to time, the principal sum of TWO
      MILLION DOLLARS (“2,000,000.00”)
      (the
“Loan”)
      or such
      sum(s) as may be advanced from time to time (each an “Advance”
      and
      together the “Advances”),
      together with interest thereon as hereinafter provided.

    


    1.   ADVANCES.

    


    1.1     
      No
      Obligation. Borrower
      acknowledges and agrees that Bank shall have no obligation to make any advances
      hereunder and that Advances, if any, may or may not be made hereunder in Bank’s
      sole and absolute discretion. Borrower hereby waives any rights that it may
      have
      arising out of any past or present agreement or representation that would
      require Bank to make any such Advances. This Note shall not be deemed to be
      a
      commitment or agreement by Bank to make any advances at any time, and is being
      executed and delivered by Borrower solely to set forth certain terms and
      conditions in the event Bank determines, in its sole and absolute discretion,
      to
      make any Advances hereunder.

    


    1.2     
      Record
      of Advances.
      Bank may
      enter in its business records the amount and payment terms of each advance
      made
      hereunder. Bank’s records of each such Advance shall, in the absence of manifest
      error, be conclusively binding upon Borrower. In the event Bank provides
      confirmation of the terms of any Advance to Borrower, borrower agrees that
      unless Bank receives a written notification of exception to such statement
      or
      notice within ten (10) calendar days after such confirmation is mailed to
      Borrower, the confirmation shall be deemed an account stated, correct,
      acceptable and conclusively binding upon Borrower.

    


    1.3     
      Advance
      Procedures.
      Each
      request for an Advance shall be in writing and shall be accompanied by a Notice
      of Borrowing Under Note in the form attached hereto as Exhibit A. Each Advance
      hereunder shall be made by crediting the Borrower’s account number: (on
      file) (“the
      Account”)
      at
      Bank. All Advances made by crediting the Account shall be conclusively presumed
      to have been properly authorized by Borrower. Requests for Advances to be made
      by any means other than crediting the Account shall be made in writing by
      Borrower to Bank.

    


    2.   INTEREST
      RATE.
      Interest shall be charged on the outstanding principal balance from the date
      hereof until the full amount of principal due hereunder has been paid at a
      rate
      equal to 1-month LIBOR plus TWO AND ONE QUARTER percent (2.25%) per annum
      (“LIBOR-Based
      Rate”),
      as
      determined by Bank prior to the commencement of each Interest Period. Interest
      shall be calculated daily on the basis of the actual number of days elapsed
      over
      a 360 day year. The LIBOR-Based Rte shall remain in effect, subject to the
      provisions hereof, from and including the first day of the Interest Period
      to
      and excluding the last day of the Interest Period for which it is
      determined.

    


    “LIBOR”
      means,
      with respect to each day during each Interest Period, the rate for U.S. dollar
      deposits of one month maturity as reported on Telerate page 3750 as of 11:00
      a.m., London time, on the second London business day before the relevant
      Interest Period begins (or if not so reported, then as determined by the Bank
      from another recognized source or interbank quotation.

    


    “Interest
      Period”
      means,
      initially, the period commencing on (and including) the date hereof and ending
      on (but excluding) the first Payment Date (as hereinafter defined), and
      thereafter, each period commencing on (and including) the last day of the
      immediately preceding interest Period and ending on (but excluding) the next
      Payment Date, provided,(i) any Interest Period that would otherwise end on
      (but
      exclude a day which is not a New York business day shall be extended to the
      next
      succeeding New York business day, unless such extension would carry such
      Interest Period into the next month, in which event such Interest Period shall
      end on (but exclude) the preceding New York business day; (ii) any Interest
      Period that ends in a month for which there is no day which numerically
      corresponds to the Payment date shall end on (but exclude) the last New York
      business day of such month, and (iii) any Interest Period that would otherwise
      extend the past Maturity date shall end on (but exclude) the Maturity
      Date.

    


    3.   PAYMENT
      OF PRINCIPAL AND INTEREST.
      Interest in the initial Advance from the date hereof through May 31, 2005,
      shall
      be due and payable upon execution hereof. Thereafter, all accrued and unpaid
      interest on the outstanding principal balance shall be due and payable on the
      first day of each month beginning on July 1, 2005 (each, a “Payment
      Date”).
      The
      entire unpaid principal amount hereof, together with accrued and unpaid interest
      thereon and all other amounts payable hereunder shall be due and payable on
      June
      1, 2006 (the “Maturity
      Date”).


    
      
        
        

      

      
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    4.   APPLICATION
      OF PAYMENTS.
      Except
      as otherwise specified herein, each payment or prepayment, if any, made under
      this Note shall be applied to pay late charges, accrued and unpaid interest,
      principal, escrows (if any), and any other fees, costs and expenses which
      Borrower is obligated to pay under this Note, in such order as Bank may elect
      from time to time in its sole discretion.

    


    5.   TENDER
      OF PAYMENT.
      All
      payments on this Note are payable on or before 2:00 p.m. on the due date
      thereof, at the office of the Bank specified above and shall be credited on
      the
      date the funds become available lawful money of the United States. All sums
      payable to Bank which are due on a day on which Bank is not open for business
      shall be paid on the next succeeding business day and such extended time shall
      be included in the computation of interest.

    


    6.   LATE
      CHARGE.
      In the
      event that any installment of principal or interest required to be made under
      this Note shall not be received by Bank on or before its due date, Borrower
      shall pay to Bank, on demand, a late charge of five percent (5%) of such
      delinquent payment. The foregoing right is in addition to, and not in limitation
      of, any other rights which Bank may have upon Borrower’s failure to make timely
      payment of any amount due hereunder.

    


    7.   PREPAYMENTS.
      

    


    7.1     
      Voluntary
      Prepayment.
      The Loan
      may be prepaid, in whole or in part, at any time and from time to time without
      premium or penalty.

    


    7.2     
      Mandatory
      Prepayment.
      Upon
      receipt of cash proceeds from any capital contribution or any sale of issuance
      of IFT Corporation equity, the Net Equity Proceeds thereof shall be paid to
      Bank
      and applied in accordance with Section 4. “Net
      Equity Proceeds”
      shall
      mean, with respect to each issuance or sale of any equity or any capital
      contribution, the cash proceeds (net of reasonable costs associated therewith)
      received from the sale or issuance of equity or capital
      contribution.

    


    8.   SECURITY
      FOR THE NOTE.
      Borrower
      hereby grants to Bank a continuing security interest in all property of Borrower
      now or hereafter in the possession of Bank, as security for the payment of
      this
      Note and any other liabilities of Borrower to Bank, which security interest
      shall be enforceable and subject to all the provisions of this Note, as if
      such
      property were specifically pledged hereunder.

    


    9.   DEFAULT
      RATE.
      From and
      after the Maturity Date or from and after the occurrence of an Event of Default
      hereunder, irrespective of any declaration of maturity, all amounts remaining
      unpaid or thereafter accruing hereunder, shall, at Bank’s option, bear interest
      at a default rate of four percent (4%) per annum above the interest rate then
      in
      effect as set forth herein (the “Default
      Rate”),
      or the
      highest permissible rate under applicable usury law, whichever is less. Such
      default rate of interest shall be payable upon demand, but in no event later
      than when scheduled interest payments are due, and shall also be charged on
      the
      amounts owed by Borrower to Bank pursuant to any judgments entered in favor
      of
      Bank with respect to this Note.

    


    10.         REPRESENTATIONS
      AND WARRANTIES.
      Borrower
      represents and warrants to Bank as follows:

    


    10.1    Organization,
      Powers.
      Each
      Borrower (i) is (a) an adult individual and is sui juris,
      or (b)
      a corporation, general partnership, limited partnership, limited liability
      company (as indicated below), duly organized, validly existing and in good
      standing under the laws of the state or its organization, and is authorized
      to
      do business in each other jurisdiction wherein its ownership of property or
      conduct of business legally requires such authorization; (ii) has the power
      and
      authority to own its properties and assets and to carry on its business as
      now
      being conducted and as now contemplated; and (iii) has the power and authority
      to execute, deliver and perform, and by all necessary action has authorized
      the
      execution and delivery and performance of, all of its obligations
      hereunder.

    


    10.2    Execution.
      This
      Note has been duly executed and delivered by Borrower. Execution, delivery
      and
      performance hereof will not: (i) violate any of Borrower’s organizational
      documents, provision of law, order of any court, agency or other instrumentality
      of government, or any provision of any indenture, agreement or other instrument
      to which it is a party or by which it or any of its properties is bound; (ii)
      result in the creation or imposition of any lien, charge or encumbrance of
      any
      nature, other than the liens created hereby; and (iii) require any
      authorization, consent, approval, license, exemption of, or filing or
      registration with, any court or governmental authority.

    


    10.3    Obligations
      of Borrower.
      This
      Note is the legal, valid and binding obligation of Borrower, enforceable against
      it in accordance with its terms, except as the same may be limited by
      bankruptcy, insolvency, reorganization or other laws or equitable principles
      relating to or affecting the enforcement of creditors’ rights generally.
      Borrower is obtaining the Loan for commercial purposes.


    
      
        
        

      

      
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    10.4    Litigation.
      There is
      no action, suit or proceeding at law or in equity or by or before any
      governmental authority, agency or other instrumentality now pending or, to
      the
      knowledge of Borrower, threatened against or affecting Borrower or any of its
      properties or rights which, if adversely determined, would mentally impair
      or
      affect: (i) the value of any collateral securing this Note; (ii) Borrower’s
      right to carry on its business substantially as now conducted (and as now
      contemplated); (iii) its financial condition; or (iv) its capacity to consummate
      and perform its obligations hereunder.

    


    10.5    No
      Defaults. Borrower
      is not in default in the performance, observance or fulfillment of any of the
      obligation, covenants or conditions contained herein or in any material
      agreement or instrument to which it is a party or by which it or any of its
      properties is bound.

    


    10.6    No
      Untrue Statements.
      Neither
      this Note nor any other document, certificate or statement furnished to Bank
      by
      or on behalf of Borrower contains any untrue statement of a material fact or
      omits to state a material fact necessary in order to make the statements
      contained herein and therein not misleading. Borrower acknowledges that all
      such
      statements, representations and warranties shall be deemed to have been relied
      upon by Bank as an inducement to make the Loan to Borrower.

    


    11.   COVENANTS.

    


    11.1    Minimum
      Tangible Net Worth.
      Borrower shall maintain, at all times throughout the term of the Loan (which
      covenant shall be tested annually at the time of submission of the financial
      statements described below), a minimum Tangible Net Worth of at least
      $100,000,000. “Tangible
      Net Worth”
      means,
      at any date, (i) the aggregate amount at which all assets of Borrower would
      be
      shown on a balance sheet at such date after deducting all assets properly
      classified as intangible assets (including, without limitation, goodwill,
      franchises, licenses, patents, trademarks, trade names, copyrights, service
      marks and brand names), less (ii) the aggregate amount of indebtedness,
      liabilities and reserves of Borrower, excluding debt fully subordinated to
      Bank
      on terms and conditions acceptable to Bank.

    


    11.2    Minimum
      Liquid Assets.
      Borrower shall maintain, at all times throughout the term of the Loan (which
      covenant shall be tested at the end of each calendar quarter), minimum Liquid
      Assets of at least $4,000,000. “Liquid
      Assets” means
      (i)
      cash and cash equivalents; (ii) state and municipal obligations; (iii)
      marketable securities having a share price of not less than $10.00 and an
      average daily volume of not less than 1,000,000 shares traded on the NYSE,
      AMEX
      or NASDAQ; (iv) deferred annuities, and (v) vested interests in profit sharing
      plans.

    


    11.3    Minimum
      Portfolio Net Operating Income.
      Borrower
      shall maintain Portfolio Operating Income of not less than $25,000,000, measured
      annually. “Net
      Operating Income”
means
      all income from an income-producing real estate entity minus cash operating
      expenses (excluding depreciation, amortization and mortgage debt interest
      expense). “Portfolio”
      means
      all income-producing real estate entities in which Mr. Kurtz maintains a
      financial interest.

    


    11.4    Minimum
      Net Cash Flow to Borrower.
      Borrower shall maintain Net Cash Flow to Borrower of not less than $4,500,000,
      measured annually. “Net
      Cash Flow to Borrower”
      means
      the sum of the products of Net Cash Flow for each income-producing real estate
      entity for the period in question less all bank debt service requirements for
      the same period.

    


    11.5    Operating
      Accounts.
      Borrower
      shall maintain its primary operating accounts at Bank.

    


    11.6    Financial
      Statements; Compliance Certificate.

    


    (a)
   Borrower
      shall furnish to Bank the following financial information, in each instance
      prepared in accordance with generally accepted accounting principles
      consistently applied:

    


    (i)   Not
      later
      than thirty (30) days after the end of each calendar year, annual financial
      statements of Borrower including, without limitation, statements of financial
      condition, income and cash flows, a reconciliation of net worth, a listing
      of
      all contingent liabilities. notes to financial statements and any other
      information requested by Bank, prepared on a compilation basis by a certified
      public accountant acceptable to Bank.

    


    (ii)         
      Not
      later
      than thirty (30) days after filing with the Internal Revenue Service, a true
      and
      compete copy of the federal tax returns, including all schedules, of
      Borrower.

    


    (iii)        
      Such
      information respecting the operations of Borrower as Bank may from time to
      time
      reasonably request.


    
      
        
        

      

      
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    (b)
   Borrower
      shall furnish to Bank a compliance certificate within fifteen (15) days after
      the end of each calendar quarter, signed by Borrower’s chief financial officer
      and any individual Borrower, certifying: (i) that all representations and
      warranties of Borrower set forth in this Note or any other document provided
      to
      Bank remain true and correct as of the date of such compliance certificate;
      (ii)
      the specific Liquid Assets of Borrower in compliance with Section 11.2; (iii)
      that none of the covenants of Borrower contained herein has been breached;
      and
      (iv) to its knowledge, no event has occurred which constitutes an Event of
      Default (or which, with the giving of notice or the passage of time, or both,
      would constitute an Event of Default) hereunder. In addition, Borrower shall
      promptly notify Bank of the occurrence of any default, Event of Default, adverse
      litigation or material adverse litigation or material adverse change in its
      financial condition.

    
      
         

        11.7    Indemnification.

         

      

    

    (a)    Borrower
      hereby indemnifies and agrees to defend and hold harmless Bank, its officers,
      employees and agents, from and against any and all losses, damages, or
      liabilities and from any suits, claims or demands, including reasonable
      attorneys’ fees incurred in investigating or defending such claim, suffered by
      any of them and caused by, arising out of, or in any way connected with the
      Loan
      (unless determined by a final judgment of a court of competent jurisdiction
      to
      have been caused solely by the gross negligence or willful misconduct of any
      of
      the indemnified parties) including, without limitation, any untrue statement
      of
      a material fact contained in information submitted to Bank by Borrower or the
      omission of any material fact necessary to be stated therein in order to make
      such statement not misleading or incomplete; or the failure of Borrower to
      perform any obligations herein required to be performed by
      Borrower.

    


    (b)    In
      case
      any action shall be brought against Bank, its officers, employers, employees
      or
      agents, in respect to which indemnity may be sought against Borrower, Bank
      or
      other such party shall promptly notify Borrower and Borrower shall assume the
      defense thereof, including the employment of counsel selected by Borrower and
      satisfactory to Bank, the payment of all costs and expenses and the right to
      negotiate and consent to settlement. Bank shall have the right, at its sole
      option, to employ separate counsel in any such action and to participate in
      the
      defense thereof, all at Borrower’s sole cost and expense. Borrower shall not be
      liable for any settlement of any such action effected without its consent
      (unless Borrower fails to defend such claim), but if settled with Borrower’s
      consent, or there be a final judgment for the claimant in any such action,
      Borrower agrees to indemnify and hold harmless Bank from and against any loss
      or
      liability by reason of such settlement or judgment.

    


    (c)    The
      provisions of this Section shall survive the repayment or other satisfaction
      of
      the Liabilities.

    


    11.8    Private
      Offering.
      Any
      private placement of debt and/or equity securities to IFT Corporation shall
      disclose the co-borrower status of the Loan. Any disclosure or offering
      statement in connection therewith shall be subject to Bank’s review and
      approval.

    


    12.   EVENTS
      OF DEFAULT.
      Each of
      the following shall constitute an event of default hereunder (an “Event
      of Default”):
      (a)
      the failure of Borrower to pay any amount of principal or interest hereunder
      when due and payable; (b) the filing by or against Borrower of a petition
      seeking relief, or the granting of relief, under the Federal Bankruptcy Code
      or
      any similar federal or state statute; any assignment for the benefit of
      creditors made by Borrower, or the appointment of a custodian, receiver,
      liquidator or trustee for Borrower or for any of the property of Borrower,
      or
      any action by Borrower to effect any of the foregoing, or if Borrower becomes
      insolvent (however defined) or is not paying its debts generally as they become
      due; (c) the occurrence of any other default in any term, covenant or condition
      hereunder.

    


    13.   REMEDIES.
      If an
      Event of Default exists, Bank may exercise any right, power or remedy permitted
      by law or as set forth herein, including, without limitation, the right to
      declare the entire unpaid principal amount and all interest accrued hereon
      to
      be, and such principal, interest and other sums shall thereupon become,
      immediately due and payable.

    


    14.   MISCELLANEOUS. 

    


    14.1    Disclosure
      of Financial Information.
      Bank is
      hereby authorized to disclose any financial or other information about Borrower
      to any regulatory body or agency having jurisdiction over Bank and to any
      present, future or prospective participant or successor in interest in any
      loan
      or other financial accommodation made by Bank to Borrower. The information
      provided may include, without limitation, amounts, terms, balances, payment
      history, return item history and any financial or other information about
      Borrower.

    


    14.2    Integration.
      This
      Note constitutes the sole agreement of the parties with respect to the
      transaction contemplated hereby and supersede all oral negotiations and prior
      writings with respect thereto.


    
      
        
        

      

      
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    14.3    Attorney’s
      Fees and Expenses.
      If Bank
      retains the services of counsel by reason of a claim of a default or an Event
      of
      Default hereunder or on account of any matter involving this Note or the Loan,
      all costs of suit and all reasonable attorney’s fees and such other reasonable
      expenses so incurred by Bank shall be paid by Borrower, on demand, and shall
      be
      deemed part of the obligations evidenced hereby.

    


    14.4    No
      Implied Waiver.
      Bank
      shall not be deemed to have modified or waived any of its rights or remedies
      hereunder unless such modification or waiver is in writing and signed by Bank,
      and then only to the extent specifically set forth herein. A waiver in one
      event
      shall not be construed as continuing or as a waiver of or bar to such right
      or
      remedy in a subsequent event. After any acceleration of, or the entry of any
      judgment on, this Note, the acceptance by Bank of any payments by or on behalf
      of Borrower on account of the indebtedness evidenced by this Note shall not
      cure
      or be deemed to cure any Event of default or reinstate or be deemed to reinstate
      the terms of this Note absent an express written agreement duly executed by
      Bank
      and Borrower.

    


    14.5    Waiver.
      Borrower, jointly and severally, waives demand, notice, presentment, protest,
      demand for payment, notice of dishonor, notice of protest and diligence of
      collection of this Note. Borrower consents to any and all extensions of time,
      renewals, waivers, or modifications that may be granted by Bank with respect
      to
      the payment or other provisions of this Note, and to the release of any
      collateral, with or without substitution. Borrower agrees that makers,
      endorsers, guarantors and sureties may be added or released without notice
      and
      without affecting Borrower’s liability hereunder. The liability of Borrower
      shall not be affected by the failure of Bank to perfect or otherwise obtain
      or
      maintain the priority or validity of any security interest in any collateral.
      The liability of Borrower shall be absolute and unconditional and without regard
      to the liability of any other party hereto.

    


    14.6    No
      Usurious Amounts.
      Anything herein contained to the contrary notwithstanding, Borrower does not
      agree and shall not be obligated to pay interest hereunder at a rate which
      is in
      excess of the maximum rate permitted by law. If by the terms of this Note,
      Borrower is at any time required to pay interest at a rate in excess of such
      maximum legal rate and the portion of all prior interest payments in excess
      of
      such maximum legal rate shall be applied to and shall be deemed to have been
      payments in reduction of the outstanding principal balance. Borrower agrees
      that
      in determining whether or not any interest payable under this Note exceeds
      the
      highest rate permitted by law, any non-principal payment, including without
      limitation, late charges, shall be deemed to the extent permitted by law to
      be
      an expense, fee or premium rather than interest.

    


    14.7    Partial
      Invalidity.
      The
      invalidity or unenforceability of any one or more of the provisions of this
      Note
      shall not render any other provision invalid or unenforceable. In lieu of any
      invalid or unenforceable provision, there shall be added automatically a valid
      and enforceable provision as similar in terms to such invalid or unenforceable
      provision as may be possible.

    


    14.8    Binding
      Effect.
      The
      covenants, conditions, waivers, releases and agreements contained in this Note
      shall bind, and the benefits thereto shall inure to, the parties hereto and
      their respective heirs, executors, administrators, successors and assigns;
      provided, however, that this Note cannot be assigned by Borrower without the
      prior written consent of Bank, and any such assignment or attempted assignment
      by Borrower shall be void and of no effect with respect to Bank.

    


    14.9    Modifications.
      This
      Note may not be supplemented, extended, modified or terminated except by an
      agreement in writing signed by the party against whom enforcement of any such
      waiver, change, modification or discharge is sought.

    


    14.10         
      Sales
      or Participations.
      Bank
      may from time to time pledge, sell or assign, in whole or in part, or grant
      participations in, the Loan, this Note and/or the obligations evidenced thereby.
      The holder of any such sale, assignment or participation, if the applicable
      agreement between Bank; and such holder so provides shall be (a) entitled to
      all
      of the rights, obligations and benefits of Bank; and (b) deemed to hold and
      may
      exercise the rights of setoff or banker’s lien with respect to any and all
      obligations of such holder to Borrower, in each case as fully as though Borrower
      were directly indebted to such holder. Bank may in its discretion give notice
      to
      Borrower of such sale, assignment or participation’ however, the failure to give
      such notice shall not affect any of Bank’s or such holder’s rights
      hereunder.

    


    14.11         
      Jurisdiction.
      Borrower irrevocably appoints each and every owner, partner and/or officer
      of
      Borrower as its attorneys upon whom may be served, by regular or certified
      mail
      at the address set forth below, any notice, process or pleading in any action
      or
      proceeding against it arising out of or in connection with this Note or the
      Loan; and Borrower hereby consents that any action or proceeding against it
      be
      commenced and maintained in any court within the State of New Jersey by service
      of process on any such owner, partner and/or officer; and Borrower agrees that
      the courts of such State shall have jurisdiction with respect to the subject
      matter hereof and the person of Borrower and all collateral securing the
      obligations of Borrower. Borrower agrees not to assert any defense to any action
      or proceeding initiated by Bank based upon improper venue or inconvenient
      forum.


    
      
        
        

      

      
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    14.12         
      Notices.
      All
      notices and communications under this Note shall be in writing and shall be
      given by either (a) hand delivery, (b) first class mail (postage prepaid),
      or
      (c) reliable overnight commercial courier (charges prepaid), to the following
      addresses:

    


    
      	
              If
                to Bank:

            	 	
              If
                to Borrower:

            
	
              Wachovia
                Bank, National Association

            	 	
              IFT
                Corporation

            
	
              190
                River Road

            	 	
              718
                South Military Trail

            
	
              Summit,
                New Jersey 07901

            	 	
              Deerfield
                Beach, FL 33442

            
	
              Attn:
                Brian C. Hill

            	 	
              Michael
                T. Adams, CEO

            
	 	 	 
	
              With
                a copy to:

            	 	 
	
              McCarter
                and English LLP

            	 	
              Richard
                J. Kurtz

            
	
              Four
                Gateway Center

            	 	
              c/o
                Kamson Corporation

            
	
              100
                Mulberry Street

            	 	
              270
                Sylvan Avenue

            
	
              Newark,
                New Jersey 07101

            	 	
              Englewood
                Cliffs, NJ 07632

            
	
              Attn:
                Edward J. Butler, Jr., Esq.

            	 	 


    

    


    Notice
      shall be deemed to have been given and received (i) if my hand delivery, upon
      delivery; (ii) if by mail, three (3) calendar days after the date first
      deposited in the United States mail and (iii) if by overnight courier, on the
      date scheduled for delivery. A party may change its address by giving written
      notice to the other party as specified herein.

    


    14.13         
      Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the substantive
      laws
      of the State of New Jersey without reference to conflict of laws
      principles.

    


    14.14         
      Joint
      and Several Liability.
      If
      Borrower consists of more than one person or entity, the word “Borrower” shall
      mean each of them and their liability shall be joint and several.

    


    14.15         
      Continuing
      Enforcement.
      If,
      after receipt of any payment of all or any part of this Note, Bank is compelled
      or agrees, for settlement purposes, to surrender such payment to any person
      or
      entity for any reason (including, without limitation, a determination that
      such
      payment is void or voidable as a preference or fraudulent conveyance, any
      impermissible setoff, or a diversion of trust funds), then this Note shall
      continue in force and effect or be reinstated, as the case may be, and Borrower
      shall be liable for and shall indemnify, defend and hold harmless Bank with
      respect to, the full amount so surrendered. The provisions of this Section
      shall
      survive the cancellation or termination of this Note and shall remain effective
      notwithstanding the payment of the obligations evidenced hereby, the release
      of
      any security interest, lien or encumbrance securing the Note or any other action
      which Bank may have taken in reliance upon its receipt of such payment. Any
      cancellation, release or other such action shall be deemed to have been
      conditioned upon any payment of the obligations evidenced hereby having become
      final and irrevocable.

    


    14.16        
      Arbitration.
      Upon
      demand of either Borrower or Bank, whether made before or after institution
      of
      any judicial proceeding, any claim or controversy arising out of or relating
      to
      the Loan (a “Dispute”)
      shall
      be resolved by binding arbitration conducted under and governed by the
      Commercial Financial Disputes Arbitration Rules (the “Arbitration
      Rules”)
      of the
      American Arbitration Association (the “AAA”)
      and
      the Federal Arbitration Act. Disputes may include, without limitation, tort
      claims, counterclaims, a dispute as to whether a matter is subject to
      arbitration, claims brought as class actions, or claims arising from documents
      executed in the future. A judgment upon the award may be entered in any court
      having jurisdiction. Notwithstanding the foregoing, this arbitration provision
      does not apply to disputes under or related to swap agreements. Special
      Rules.
      All
      arbitration hearings shall be conducted in the city named in the address of
      Bank
      first stated above. A hearing shall begin within ninety (90) days of demand
      for
      arbitration and all hearings shall conclude within 120 days of demand for
      arbitration. These time limitations may not be extended unless a party shows
      cause for extension and then for no more than a total of 60 days. The expedited
      procedures set forth in Rule 51 et
      seq.
      of the
      Arbitration Rules shall be applicable to claims of less than $1,000,000.00.
      Arbitrators shall be licensed attorneys selected from the Commercial Financial
      Dispute Arbitration Panel of the AAA. The parties do not waive applicable
      Federal or state substantive law except as provided herein. Preservation
      and Limitation of Remedies.
      Notwithstanding the preceding binding arbitration provisions, Borrower and
      Bank
      agree to preserve, without diminution, certain remedies that any party may
      exercise before or after an arbitration proceeding is brought. The parties
      shall
      have the right to proceed in any court of proper jurisdiction or by self-help
      to
      exercise or prosecute the following remedies, as applicable: (i) all rights
      to
      foreclose against any real or personal property or other security by exercising
      a power of sale or under applicable law by judicial foreclosure including a
      proceedings to confirm the sale; (ii) all rights of self-help including peaceful
      occupation of real property and collection of rents, set-off, and peaceful
      possession of personal property; (iii) obtaining provisional or ancillary
      remedies including injunctive relief, sequestration, garnishment. attachment,
      appointment of receiver and filing an involuntary bankruptcy proceeding; and
      (iv) when applicable, a judgment by confession by confession of judgment. Any
      claim or controversy with regard to any party’s entitlement to such remedies is
      a Dispute.


    
      
        
        

      

      
        -
          6
          -

        
          

        

      

      
        
        

      

    

    


    14.17         
      Waiver
      of Jury Trial.
      BORROWER
      AND BANK AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY SUIT, ACTION
      OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT BY BANK OR BORROWER ON
      OR
      WITH RESPECT TO THIS NOTE, THE LOAN OR THE DEALINGS OF THE PARTIES WITH RESPECT
      TO THIS NOTE, THE LOAN OR THE DEALINGS OF THE PARTIES WITH RESPECT HERETO OR
      THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY. BANK AND BORROWER
      EACH HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND INTELLIGENTLY, AND WITH
      THE ADVICE OF THEIR RESPECTIVE COUNSEL, WAIVE, TO THE EXTENT PERMITTED BY
      APPLICABLE LAW ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR
      PROCEEDING. FURTHER, BORROWER WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER,
      IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE,
      CONSEQUENTIAL OR OTHER DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.
      BORROWER ACKNOWLEDGES AND AGREES THAT THIS SECTION IS A SPECIFIC AND MATERIAL
      ASPECT OF THIS NOTE AND THAT BANK WOULD NOT EXTEND CREDIT TO BORROWER IF THE
      WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART OF THIS
      NOTE.

    


    IN
      WITNESS WHEREOF, Borrower,
      intending to be legally bound, has duly executed and delivered this Note as
      of
      the day and year first above written.

     

    
      
        	 	 	
                IFT
                  CORPORATION

              	 
	 	 	 	 
	
                WITNESS

              	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                Anne
                  T. Hicks

              	 	
                By:
                  

              	
                /s/
                  Michael T. Adams, CEO

              	 
	
                Name:

              	 	
                Name:
                  Michael T. Adams

              	 
	 	 	
                Title:
                  Chief Executive Officer

              	 
	 	 	 	 
	 	 	 	 
	
                Krystin
                  Wahl

              	 	
                /s/
                  Richard Kurtz

              	 
	
                Name:

              	 	
                Richard
                  Kurtz, Individually

              	 


      

    


    
      
        
        

      

      
        -
          7
          -

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    NOTICE
      OF
      BORROWING UNDER NOTE

    


    The
      Borrower, as that term is used in the Promissory Note dated June __, 2005 (the
      “Note”), hereby notifies the Bank that it requires a borrowing (“Borrowing”) in
      the amount of $_______________________ or confirms to the Bank the prior oral
      request for the Borrowing under the Note, as amended, if amended. The Borrowing
      has been or will be deposited into Account #______________________, an account
      opened in the name of the Borrower

    


    To
      induce
      the Bank to fund the Borrowing, the Borrower and Guarantor(s) of the Borrower’s
      obligations to the Bank, if such exist, hereby affirms or affirm the
      following:

    


    
      	 	
              ·

            	
              The
                representations and warranties of the Borrower and Guarantor(s) as
                contained in the Note, Guaranty(s) and other Loan Documents continue
                to be
                correct.

            


    

    


    
      	 	
              ·

            	
              No
                Event of Default, as defined in the Note, has occurred and is
                continuing.

            


    

    


    
      	 	
              ·

            	
              No
                adverse change has occurred in the Borrower’s financial or general
                condition since the Note’s date;

            


    

    


    
      	 	
              ·

            	
              The
                Borrower and Co-Borrower are in compliance with all of the covenants
                set
                forth in the Loan Documents; and

            


    

    


    
      	 	
              ·

            	
              The
                Note and any ancillary Loan Documents remain in full force and
                effect.

            


    

    


    This
      notification is made on the _____ day of _______________ in the year
      ________.

     

    
      
        	 	
                BORROWER:

              
	 	 
	 	 
	 	
                By:

              	 	 
	 	 	
                Richard
                  J. Kurtz, Individually

              
	 	 
	 	 
	 	
                IFT
                  Corporation

              
	 	 
	 	 
	 	 
	 	
                By:

              	 	 
	 	 	
                Michael
                  T. Adams

              
	 	 	
                Chief
                  Executive Officer

              


      

    

     

    
      
        	
                Acknowledged
                  and Accepted:

              	 
	 	 
	
                Wachovia
                  Bank, N.A.