EAB

                                             MASTER NOTE (Eurodollar/Prime Rate)
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This Note replaces and supersedes  that certain Master note  (Eurodollar/  Prime
Rate) dated November 30, 1998 in the principal  amount of  $14,000,000  from the
undersigned to the Bank.

$16,000,000                                                Date: October 4, 1999


     FOR VALUE RECEIVED,  the undersigned,  a New York corporation,  promises to
pay to the order of EUROPEAN  AMERICAN BANK (the "Bank"),  on or before December
31,  1999,   (the  "Maturity   Date"),   the  sum  of  Sixteen  Million  Dollars
($16,000,000), or if less, the aggregate unpaid principal amount of all advances
made by the  Bank  pursuant  to the  line  of  credit  (each  an  "Advance"  and
collectively, the "Advances"), not to exceed an aggregate amount at any one time
outstanding  of  Sixteen  Million  Dollars   ($16,000,000),   available  to  the
undersigned  hereunder (the "Line")  together with interest thereon as set forth
herein.

     Each Advance  hereunder  which is a Eurodollar  Advance (as defined  below)
shall bear  interest on the unpaid  principal  amount  thereof for the  Interest
Period  applicable  thereto at a rate per annum  equal to the  Reserve  Adjusted
Libor  determined for each Interest Period therefor in accordance with the terms
of this Note plus a margin of 1 1/2% per annum.  Each  Advance  which is a Prime
Rate  Advance (as defined  below)  shall bear  interest on the unpaid  principal
amount thereof from the date thereof until payment of such Prime Rate Advance in
full at a fluctuating rate per annum equal to 1/2% below the rate of interest as
is publicly  announced  by the Bank as its Prime  Rate.  The  undersigned  shall
notify the Bank not later than 12 noon three Business Days prior to each Advance
hereunder which the undersigned requests to maintain at a rate of interest based
on Reserve Adjusted Libor (a "Eurodollar"  Advance),  and not later than 12 noon
on the date of each Advance which the undersigned  request to maintain at a rate
of interest based on the Prime Rate (a "Prime Rate  Advance").  All requests for
Advances  shall be  irrevocable  and shall be in the minimum amount of $100,000.
Each request by the undersigned  for an Advance  hereunder shall specify whether
the  requested  Advance is a  Eurodollar  Advance or a Prime Rate  Advance,  the
proposed date to fund the Advance, and if a Eurodollar Advance is requested, the
Interest Period applicable thereto.

     Any  Eurodollar  Advance may be  continued  as a  Eurodollar  Advance  upon
expiration  of an Interest  Period with respect  thereto by  complying  with the
notice  provisions  contained in the  definition of Interest  Period;  provided,
however,  that no Eurodollar  Advance may be continued as such when any Event of
Default or event which upon notice,  passage of time or both would constitute an
Event of Default  has  occurred  and is  continuing  but shall be  automatically
converted  to a Prime Rate  Advance on the last date of the  Interest  Period in
effect when the Bank is notified of such default or Event of Default.

     The  undersigned  may  elect  from  time  to time  to  convert  outstanding
Eurodollar  Advances  to Prime Rate  Advances  by giving the bank at least three
Business  Days prior  irrevocable  notice of such  election:  provided  that any
conversion  of a  Eurodollar  Advance  may be made  only on the  last  day of an
Interest  Period with respect  thereto.  The  undersigned may elect from time to
time to convert an  outstanding  Prime Rate Advance to a  Eurodollar  Advance by
giving the Bank  irrevocable  written  notice of such election not later than 12
noon,  three  Business  Days prior to the date of the  proposed  conversion  and
further  provided  that (i) the  conversion  shall be in the  minimum  principal
amount of $100,000 and (ii) no Event of Default or event upon notice, passage of
time or both would  constitute  an Event of Default  shall have  occurred and be
continuing. Notwithstanding the foregoing, no Advance may be


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converted to or continued as a Eurodollar  Advance if the Interest  Period would
extend beyond the Maturity Date.

     Interest  in respect of Prime Rate  Advances  shall be payable on the first
day of each month  commending on the first such date to occur after the date the
Advance is made,  and on the Maturity  Date.  Interest in respect of  Eurodollar
Advances  shall be  payable  on the last day of the  Interest  Period in respect
thereof.  Interest  shall be  calculated  on the basis of a 360-day year for the
actual  number of days  elapsed.  All  payments  hereunder  shall be  payable in
immediately   available  funds  in  lawful  money  of  the  United  States.  The
undersigned  authorizes the Bank to charge any of the undersigned's accounts for
payments of  principal  or  interest.  Any payment of  principal  or of interest
payable  hereunder  which  is  not  paid  when  due,  whether  at  maturity,  by
acceleration,  or otherwise, shall bear interest from the date due until paid in
full at a rate per annum equal to three  percent  (3%) above the rate  otherwise
payable with respect thereto.

     All requests for advances shall be  irrevocable  and shall be for a minimum
of  $100,000  and must be  received  by the Bank no later than 12:00 noon on the
date of the proposed advance.  The Bank may act without liability upon the basis
of  telephonic  notice  believed  by the  Bank in  good  faith  to be  from  the
undersigned.  In each such  case,  the  undersigned  hereby  waives the right to
dispute  the  Bank's  record  of  the  terms  of  such  telephonic  notice.  The
undersigned  shall  immediately  confirm to the Bank in writing each  telephonic
notice.  All  advances  under  the Line  are at the  Bank's  sole  and  absolute
discretion  and the Bank, at its option and in its sole and absolute  discretion
and without notice to the undersigned, may decline to many any advance requested
by the undersigned.

     Subject to the terms and conditions hereof and the terms and conditions set
forth in any  agreement  in writing  between the Bank and the  undersigned,  the
undersigned  may borrow,  repay in whole or in part, and reborrow on a revolving
basis, up to the maximum amount of the Line.  Prime Rate Advances may be prepaid
without  premium  or  penalty  together  with  accrued  interest  thereon to and
including the date of  prepayment.  Eurodollar  Advances may be prepaid  without
premium  or  penalty  (except  as  provided  in the next  succeeding  paragraph)
together with accrued  interest thereon to and including the date of prepayment,
provided such prepayment date must be the last day of the then current  Interest
Period of such  Advance.  The Bank shall  maintain  its  records to reflect  the
amount and date of each advance and of each  payment of  principal  and interest
thereon.  All such records shall, absent manifest error, be conclusive as to the
outstanding principal amount hereof; provided, however, that the failure to make
any  notation  to the Bank's  records  shall not limit or  otherwise  affect the
obligations  of the  undersigned  or repay  each  advance  made by the Bank,  in
accordance with the terms hereof.

     The  undersigned  agrees to indemnify  the Bank and hold the Bank  harmless
from any loss or expense which the Bank may sustain or incur,  including without
limitation, interest or fees payable by the Bank to lenders of funds obtained by
it in order to maintain a Eurodollar Advance hereunder,  as a consequence of (a)
default by the  undersigned in payment of the principal  amount of interest on a
Eurodollar Advance, (b) default by the undersigned in making any prepayment of a
Eurodollar  Advance after the  undersigned  gives notice in accordance with this
Note and/or (c) the making of any payment of a Eurodollar Advance on a day which
is not the last day of the then applicable Interest Period with respect thereto.
When claiming  indemnification  under this paragraph,  the Bank shall provide to
the  undersigned a statement  explaining  the amount of any such loss or expense
which  statement  shall in the  absence of  manifest  error be  conclusive  with
respect to the undersigned.  The indemnity  obligations  hereunder shall survive
payment in full of the Note.

     As  security  for the  payment of this Note and all other  obligations  and
liabilities of the undersigned to the Bank,  whether now or hereafter  existing,
join, several, direct, indirect, absolute, contingent,


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secured,  matured or unmatured,  the  undersigned  grants to the Bank a right of
setoff against, a continuing  security interest in, and an assignment and pledge
of all moneys  deposits  (general or special),  securities and other property of
the undersigned and the proceeds  thereof,  now or hereafter held by the Bank on
deposit, in safekeeping, in transit or otherwise, at any time credited by or due
from the Bank to the  undersigned,  or in which the  undersigned  shall  have an
interest.

     Upon the occurrence and continuance of any of the following (each an "Event
of Default"):  (a) default in the payment when due of any amount hereunder;  (b)
filing by or against the  undersigned  of a petition  commencing  any proceeding
under  any  bankruptcy,  reorganization,  rearrangement,  readjustment  or debt,
dissolution or liquidation law or statute of any jurisdiction,  now or hereafter
in effect;  (c) making by the  undersigned  of an assignment  for the benefit of
creditor;  (d)  petitioning or applying to any tribunal for the appointment of a
custodial,  receiver or trustee for the undersigned or for a substantial part of
its assets;  (e) death or incapacity of the undersigned (if an individual);  (f)
entry of any judgement or order of attachment,  injunction,  or governmental tax
lien or levy issued  against  the  undersigned  or against  any  property of the
undersigned; (g) consent by the undersigned to assume, suffer or allow to exist,
without prior written  consent of the bank,  any lien,  mortgage,  assignment or
other  encumbrance  on any of its  assets  or  personal  property,  now owned or
hereafter  acquired,  except  those  liens,  mortgages,   assignments  or  other
encumbrances  in existence on the date hereof and consented to in writing by the
Bank;  (h) default in the punctual  payment or  performance of this or any other
obligation to the bank or to any other lender at any time;  (i) the existence or
occurrence at anytime of one or more  conditions  or events  which,  in the sole
opinion  of the  Bank,  has  resulted  or is  reasonably  likely  to result in a
material adverse change in the business,  properties for financial  condition of
the undersigned;  (j) failure on request to furnish any financial information or
to permit  inspection  of the  books and  records  of the  undersigned;  (k) any
warranty, representation or statement in any application, statement or agreement
with  the  Bank  proves  false  in any  material  respect;  (l)  default  in the
observance or performance of any covenant or agreement of the undersigned herein
or in any other agreement  between the Bank and the  undersigned;  or (m) any of
the foregoing  events (other than the event described in clause (a)) shall occur
with respect to any guarantor of the  undersigned's  obligations  hereunder then
this Note shall, at the sole option of the Bank, become dues and payable without
notice or demand; provided, however, if an event described in clause (b), clause
(c) or clause (d) above  occurs,  this Note shall  automatically  become due and
payable.

     Upon the occurrence and during the continuance of an Event of Default,  the
Bank shall be  entitled to setoff  against  and apply to the payment  hereof the
balance of any account or accounts  maintained  with the Bank by the undersigned
and to  exercise  any other  right or  remedy  granted  hereunder,  or under any
agreement between the undersigned and the Bank or available at law or in equity,
including,  but not limited to, the rights and remedies of a secured party under
the New York  Uniform  Commercial  Code.  The failure by the Bank at any time to
exercise any such right shall not be deemed a waiver  thereof,  nor shall it bar
the exercise of any such right at a later date.  Each and every right and remedy
granted to the Bank hereunder or under any agreement between the undersigned and
the Bank or available at law or in equity shall be cumulative  and not exclusive
of any other right, powers,  privileges or remedies, and may be exercised by the
Bank from  time to time as often as may be  necessary  in the sole and  absolute
discretion of the bank.

     The  undersigned  agrees to pay,  on demand,  all of the  Bank's  costs and
expenses,  including  reasonable  counsel  fees  (whether  in-house  or  outside
counsel),  in  connection  with the  collection  of any  amounts due to the Bank
hereunder or in connection  with the  enforcement of the Bank's right under this
Note.


<PAGE>


     This Note shall be governed by and construed in accordance with the laws of
the State of New York, without giving effect to principles of conflict or choice
of laws.

     The undersigned  covenants and represents that any  reprogramming  or other
corrective  modifications  require to permit,  on or after January 1, 2000,  the
proper   functioning  of  and  receipt,   transmission,   processing,   storage,
manipulation  or other  utilization  of date by (a) the  undersigned's  and it's
subsidiaries' computer systems and (ii) equipment containing embedded microchips
has been or will be timely  completed such that no material  adverse effect will
occur with respect to the undersigned's business or operations stemming from the
failure of the undersigned's or its subsidiaries'  computer hardware or software
to function at least as effectively following December 31, 1999 as it did at all
time periods prior thereto.

     THE  UNDERSIGNED  HEREBY  IRREVOCABLY  SUBMITS TO THE  JURISDICTION  OF ANY
FEDERAL  OR  STATE  COURT  IN THE  STATE  OF NEW  YORK  IN ANY  ACTION,  SUIT OR
PROCEEDING  BROUGHT AGAINST IT AND RELATED TO OR IN CONNECTION WITH THIS NOTE OR
ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND CONSENTS TO THE PLACING OF VENUE
IN THE  COUNTY  OF  NASSAU  OR OTHER  COUNTY  PERMITTED  BY LAW.  TO THE  EXTENT
PERMITTED BY  APPLICABLE  LAW, THE  UNDERSIGNED  HEREBY WAIVES AND AGREES NOT TO
CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT
THE SUIT,  ACTION OR PROCEEDING  IS BROUGHT IN AN  INCONVENIENT  FORUM,  TAT THE
VENUE OF THE SUIT,  ACTION OR PROCEEDING  IN IMPROPER,  OR THAT THIS NOTE OR ANY
OTHER  DOCUMENT OR  INSTRUMENT  REFERRED TO HEREIN MAY NOT BE LITIGATED IN OR BY
SUCH COURTS.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE UNDERSIGNED  AGREES
NOT TO SEEK AND HEREBY  WAIVES THE RIGHT TO ANY  REVIEW OF THE  JUDGMENT  OF ANY
SUCH COURT BY ANY COURT OF ANY OTHER NATION OR JURISDICTION  WHICH MAY BE CALLED
UPON TO GRANT AN  ENFORCEMENT  OF SUCH  JUDGMENT.  THE  UNDERSIGNED  AGREES THAT
SERVICE OF PROCESS MAY BE MADE UPON IT BY  CERTIFIED OR  REGISTERED  MAIL TO ITS
ADDRESS SET FORTH BELOW OR SUCH OTHER  ADDRESS THAT THE  UNDERSIGNED  SHALL HAVE
NOTIFIED THE BANK IN WRITING OR ANY METHOD  AUTHORIZED BY THE LAWS AND THE STATE
OF NEW YORK.  EXCEPT AS  PROHIBITED  BY LAW, THE  UNDERSIGNED  HEREBY WAIVES ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY  LITIGATION  DIRECTLY  OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE.

     Neither the undersigned nor any affiliate of the undersigned  shall use any
portion  of the  proceeds  of to Loans,  nor have any  Letter of Credit  issued,
either  directly  or  indirectly,  for  the  purpose  of  purchasing  securities
underwritten by ABN AMRO Inc., an affiliate of the Bank.

     The undersigned and the Bank hereby agree and acknowledge  that any and all
information relating to the undersigned which is furnished by the undersigned to
the  Bank  (or  to  any  affiliate  of  the  Bank),  and  which  is  non-public,
confidential or proprietary in nature, shall be kept confidential by the Bank or
such affiliate in accordance with applicable law; provided,  however,  that such
information  and other credit  information  relating to the  undersigned  may be
distributed by the Bank or such affiliate (a) to the Bank's or such  affiliate's
directors, officers, employees, attorneys,  affiliates,  attorneys, auditors and
regulators,  and (b) upon the  order  of a court  or other  governmental  agency
having  jurisdiction  over the Bank or such affiliate,  to any other party.  The
undersigned  and the Bank further  agree that this  provision  shall survive the
termination of this Note.



<PAGE>



     The bank shall not, by any act, delay, omission or otherwise,  be deemed to
have  waived  any of its rights or  remedies  hereunder.  No change,  amendment,
modification,  termination,  wavier,  or discharge,  in whole or in part, of any
provision  of this Note shall be  effective  unless in writing and signed by the
Bank,  and if so given by the  Bank,  shall be  effective  only in the  specific
instance in which given.  The  undersigned  acknowledges  that this Note and the
undersigned's  obligations  under this Note are, and shall at all times continue
to be,  absolute and  unconditional  in all respects,  and shall at all times be
valid and enforceable  irrespective of any other  agreements or circumstances or
any nature  whatsoever  which might otherwise  constitute a defense to this Note
and  the  obligation  of  the  undersigned  under  this  Note.  The  undersigned
absolutely,  unconditionally  and irrevocably waives any and all right to assert
any set-off, counterclaim or crossclaim of any nature whatsoever with respect to
this Note or the undersigned's obligations hereunder.

     In the  event  any one or more of the  provisions  contained  in this  Note
should be  invalid,  illegal or  unenforceable  in any  respect,  the  validity,
legality and enforceability of the remaining  provisions  contained herein shall
not in any way be affected or impaired thereby.

     The undersigned  hereby waives  presentment,  demand for payment,  protest,
notice of dishonor,  and any and all other notices or demands in connection with
the delivery, acceptance, performance, default or enforcement of this Note.

     As used herein the following terms shall have the following meanings:

     "Bank" shall be deemed to include the Bank,  its successors and assigns and
any holder thereof.

     "Business Day" means (a) a day other than Saturday,  Sunday or other day on
which  commercial  banks in New York, New York are authorized or required by law
to close  and (b)  relative  tot he date of (i)  continuing  an  Advance  as, or
converting  an Advance  to, a  Eurodollar  Advance,  (ii)  making any payment or
prepayment  of principal of or payment of interest on a Eurodollar  Advance,  or
(iii) the  undersigned  giving any notice  (or the  number of  Business  Days to
elapse  prior  tot he  effectiveness  thereof)  in  connection  with any  matter
referred to in (b)(i) or (b)(ii),  any day on which dealings in U.S. dollars are
carried on in the London interbank eurodollar market.

     "Eurocurrency  Reserve  Requirement"  means  for  any day as  applied  to a
Eurodollar Advance, the aggregate (without  duplication) of the rates (expressed
as a decimal fraction) of reserve requirements in effect on such day (including,
without limitation,  basic, supplemental,  marginal and emergency reserves under
any regulations of the Board of Governors of the Federal Reserve System or other
governmental  authority having jurisdiction with respect thereto),  as from time
to time hereafter in effect,  dealing with reserve  requirements  prescribed for
eruocurrency  funding  (currently  referred to as "Eurocurrency  Liabilities" in
Regulation D of such Board) maintained by a member bank of such system.

     "Interest Period" with respect to any Eurodollar Advance means:

     (a) Initially, the period commencing on the date such Eurodollar Advance is
made and ending one, two or three months thereafter; and

     (b)  thereafter,  each  period  commencing  on the  last  day  of the  next
preceding  Interest Period applicable to such eurodollar Advance and ending one,
two or three months  thereafter,  as selected by the  undersigned by irrevocable
written  notice to the bank not less than three (3)  Business  Days prior to the
last day of the then current  Interest  Period with  respect to such  Eurodollar
Advance;  provided,  however,  that all of the foregoing  provisions relating to
Interest Periods are subject to the following:


<PAGE>


          (i) if any Interest  Period  pertaining to a Eurodollar  Advance would
     otherwise  end on a day which is not a Business  Day, the  Interest  Period
     shall be extended to the next succeeding  Business Day unless the result of
     such extension would be to carry such Interest Period into another calendar
     month,  in which event such  Interest  Period shall end on the  immediately
     preceding Business Day;

          (ii) if the  undersigned  shall  fail to give  notice as  provided  in
     clause  (b)  above,  the  undersigned  shall be  deemed  to have  requested
     conversion  of the affected  Eurodollar  Advance to a Prime Rate Advance of
     the last day of the then current Interest Period with respect thereto;

          (iii) any  Interest  Period that begins on the last  Business Day of a
     calendar month (or on a day for which there is no numerically corresponding
     day in the calendar month at the end of such Interest  Period) shall end on
     the last Business Day of a calendar month; and

          (iv) no  Interest  Period  may be  selected  which ends later than the
     Maturity Date.

     "Prime Rate" shall mean a  fluctuating  rate per annum equal to the rate of
interest  publicly  announced by the Bank at its  principal  office from time to
time as its Prime Rate.  Any change int he Prime Rate shall be  effective on the
date such change is announced by the Bank.

     "Reserve  Adjusted  Libor" shall mean with  respect to the Interest  Period
pertaining  to a  Eurodollar  Advance,  the rate per annum equal to the quotient
(rounded upwards to the next highest 1/16 of one percent) of (a) the annual rate
of interest at which dollar  deposits of an amount  comparable  to the amount of
such Loan and for a period equal to the Interest Period  applicable  thereto are
offered to the ban in the London interbank  market at  approximately  11:00 a.m.
(London time) on the second Business Day prior to the beginning of such Interest
Period,  divided by (b) a number  equal to 1.00 minus the  Eurocurrency  Reserve
Requirement.

     "Undersigned"  shall  mean,  if this Note is signed by more than one party,
unless  otherwise  stated herein,  shall mean the "undersigned and each of them"
and  each  undertaking  herein  contained  shall  be  their  joint  and  several
undertaking.  The Bank may proceed against one or more of the undersigned at one
time or from time to time as it elects in its sole and absolute discretion.

     In the event that the Bank shall have determined (which determination shall
be conclusive and binding upon the undersigned) that, by reason of circumstances
affecting the London  interbank  market,  adequate and  reasonable  means do not
exist for  ascertaining  the Reserve  Adjusted Libor for any requested  Interest
Period or with respect to the  continuation  of a Eurodollar  Advance beyond the
expiration of the then current  Interest Period with respect  thereto,  the Bank
shall forthwith give notice of such determination,  confirmed in writing, to the
undersigned.  If such notice is given, any outstanding  Eurodollar Advance shall
be converted,  on the last day of the then current  Interest Period with respect
thereto,  to a Prime Rate  Advance.  Such notice  shall be withdrawn by the Bank
when the Bank shall  determine  that  adequate  and  reasonable  means exist for
ascertaining Reserve Adjusted Libor.

     Notwithstanding  anything to the contrary contained elsewhere in this Note,
if any change after the date hereof in law, rule, regulation, guideline or order
or in the interpretation  thereof by any governmental authority charged with the
administration  thereof, shall make it unlawful for the Bank to make or maintain
any Advance as a Eurodollar Advance, then, by written notice to the undersigned,
the Bank may require  that the  Eurodollar  Advance be converted to a Prime Rate
Advance, whereupon the


<PAGE>


Eurodollar  Advance shall be automatically  converted to a Prime Rate Advance as
of the date of such notice to the undersigned.

     In the event that any change in  applicable  law or  regulation,  or in the
interpretation   thereof  by  any  governmental   authority   charged  with  the
administration  thereof,  shall  impose  on or deem  applicable  to the Bank any
reserve  requirements  against this Note or the Line or impose upon the Bank any
other costs or assessments,  the undersigned  shall pay to the Bank on demand an
amount  sufficient to compensate the Bank for the additional cost resulting from
the maintenance or imposition of such reserves, costs or assessments.

     Any consents, agreements, instructions or requests pertaining to any matter
in connection  with this Note,  signed by any one of the  undersigned,  shall be
binding  upon all of the  undersigned.  This  Note  shall  bind  the  respective
successors, heirs or representatives of the undersigned.  This Note and the Line
shall not be  assigned  by the  undersigned  without  the Bank's  prior  written
consent.

     IN WITNESS WHEREOF, the undersigned has duly executed this Note the day and
year first above written.


         Witness:________________               Elk Associates Funding Corp.


                                                By:__________________________
                                                Name:  Gary C. Granoff
                                                Title: President


Borrower's Address:
747 Third Avenue
New York, NY  10017