GRID DEMAND PROMISSORY NOTE
                           ---------------------------
                            (Eurodollar/Prime Rates)


$16,000,000.00    New York, August 27,1999


     FOR VALUE RECEIVED,  the undersigned promises to pay to the order of ISRAEL
DISCOUNT  BANK OF NEW YORK  (hereinafter  the "Bank") at its  principal  office,
located at 511 Fifth Avenue,  New York,  NY 10017,  the principal sum of SIXTEEN
MILLION DOLLARS  ($16,000,000.00),  or, if less, the aggregate  unpaid principal
amount of all advances made by the Bank (each an "Advance" and collectively, the
"Advances"),  endorsed on the schedule  attached  hereto and made a part of this
Note, including  additional pages, if any, attached,  hereto (the "Schedule") on
the maturity  date of each such Advance as shown or at demand.  The  undersigned
shall also pay to the Bank interest 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 LIBOR (as defined below)
determined  for each Interest  Period  therefor in accordance  with the terms of
this  Note  plus a margin  of 150  basis  points  on the  unpaid  amount  of all
Advances.  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 the Prime Rate minus a margin of 1/2% per annum.

     The  undersigned  shall  notify  the Bank not later  than 12 noon three (3)
Business Days prior to each Advance hereunder which the undersigned  requests to
maintain at a rate of interest based on LIBOR (a "Eurodollar Advance"),  and not
later than 12 noon on the date of each Advance which the undersigned requests 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 of 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.

     The  undersigned  may  elect  from  time  to time  to  convert  outstanding
Eurodollar Advances to Prime Rate Advances by giving the Bank at least three (3)
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  (3)  business  Days  prior  to the  date  of the  minimum  propose
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.



<PAGE>



     The Bank may act  without  liability  upon the basis of  telephonic  notice
believed by the Bank in good faith to be from the  undersigned.  The undersigned
shall immediately  confirm to the Bank, in writing,  each telephonic notice. All
Advances are made at the Banks' 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 make any Advance requested by the undersigned.  The
undersigned  hereby  expressly  authorizes  the Bank to record  on the  attached
Schedule the amount and date of each Advance,  the applicable  rate of interest,
the  applicable  Interest  Period,  and each payment of  principal  and interest
thereon.  In the event of any discrepancy  between any such notation by the Bank
and any  records  of the  undersigned,  the  records  of the Bank  and  shall be
controlling  and  conclusive.  The failure to make any  notation to the Schedule
shall not limit or otherwise  affect the obligations of the undersigned to repay
each Advance made by the Bank, in accordance with the terms hereof.

     Interest  shall be calculated on the basis of a 360-day year for the actual
number of days  elapsed  and  shall be  payable  on the first day of each  month
commencing  on the first such date to occur  after the date the Advance is made,
and on demand. 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 interest  payable  hereunder which is not
paid when due, whether at maturity,  on demand,  by acceleration,  or otherwise,
shall  bear  interest  from the date due until  paid in full at a rate per annum
equal to five  percent  (5%)  above the  interest  rate in effect  with  respect
thereto.

     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 this Note. Prime Rate Advances may be prepaid
without  premium  or  penally  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 outstanding  balance (principal and accrued interest) of any Eurodollar
Advance may be prepaid in full or in part,  on any Business  Day,  upon five (5)
days'  prior  written  notice  to the  Bank of  such  prepayment,  subject  to a
prepayment  premium in the amount of one (1%) percent per annum of the principal
amount of the Eurodollar Advance being prepaid.  The Bank shall not be obligated
to accept any prepayment of a Eurodollar Advance unless it is accompanied by the
prepayment premium.

     The  undersigned  has pledged or deposited with or endorsed and/or assigned
or caused to be assigned to the order of the Bank and  delivered  to the Bank as
collateral security for the payment of this Note and all Liabilities (as defined
hereinbelow) of the undersigned to the Bank the following property:  Assignments
of liens on various New York City taxi medallions.

     The term  "Security"  shall include the property  described above and shall
also  include the  following  property:  All  personal  property  (exclusive  of
inventory) not, owned or hereafter acquired and wherever located, including, but
not limited to, all  furniture,  fixtures,  equipment,  leasehold  improvements,
instruments,  accounts including, without limitation, accounts owing from credit
card servicing companies or other similar agencies,  documents, contract rights,
chattel  paper,  rights and claims for the payment of monies  arising from sales
made to  customers  through the use of credit  cards,  and general  intangibles,
(including,  without limitation,  trademarks and trade names), together with all
replacements,  additions,  products  and cash and  non-cash  proceeds of all the
foregoing,  and the balance of every deposit account of the undersigned with the
Bank and any other claim of the undersigned against


<PAGE>



the Bank, now or hereafter  existing,  and all money,  instruments,  securities,
documents, chattel paper, credits, claims demands and any other property, rights
and  interests of the  undersigned  which at any time shall come into the lawful
possession  or custody  or under he  control  of the Bank or any of its  agents,
associates or correspondents, for any purpose, and shall include the proceeds of
any thereof.  The Bank shall be deemed to have possession of any of the Security
in  transit  to or  set  apart  for  it or any  of  its  agents,  associates  or
correspondents.

     The term "Liabilities"  shall include this Note and all other indebtedness,
obligations  and liabilities of any kind of the undersigned to the Bank and also
to others to the extent of their participations  granted to or interests therein
created or acquired  for them by the Bank,  now or hereafter  existing,  arising
directly   between  the   undersigned   and  the  Bank  or  acquired   outright,
conditionally  or as collateral  security from another by the Bank,  absolute or
contingent,  joint  and/or  several,  secured  or  unsecured,  due or  not  due,
contractual or tortious, liquidated or unliquidated, arising by operation of law
or otherwise,  or direct or indirect,  including  liabilities to the bank of the
undersigned  as a member of any  partnership,  syndicate,  association  or other
group, and whether incurred by the undersigned as principal,  surety,  indorser,
guarantor, accommodation party or otherwise.

     As security for the payment of all the Liabilities,  the undersigned hereby
grant to the bank a security  interest  in, and a general lien upon and/or right
of set-off of, the Security.

     The right is  expressly  granted to the Bank,  its  discretion  and without
notice to or containing  the signature of the  undersigned,  to file one or more
financing statements under the Uniform Commercial Code naming the undersigned as
debtor  and the Bank as  secured  party  and  indicating  therein  the  types or
describing the items of Security herein specified and forwarding a copy thereof,
after filing, to the undersigned.  Without the prior written consent of the Bank
the  undersigned  will  not  file or  authorize  or  permit  to be  filed in any
jurisdiction any such financing or like statement in which the Bank is not named
as the sole secured party covering the Security set forth herein.

     The Bank, at its  discretion,  whether any  Liabilities  be due may, in its
name or in the name of the undersigned or otherwise,  demand sue for, collect or
receive any money or property at any time payable or receivable on account of or
in exchange  for, or make an  compromise or  settlement  deemed  desirable  with
respect to, any of the  Security,  but shall be under no obligation so to do, or
the Bank may extend the time of payment, arrange for payment in installments, or
otherwise modify the terms of, or release, any of the Security,  without thereby
incurring responsibility to, or discharging or otherwise affecting any liability
of, the undersigned.  The Bank shall not be required to take any steps necessary
to preserve  any rights of prior  parties to any of the  Security.  Upon default
hereunder or in connection with any of the Liabilities  (whether such default be
that of the undersigned or of any other party obligated thereon), the Bank shall
have the rights and remedies prided by law; and the Bank may sell or cause to be
sold in the Borough of Manhattan,  New York City,  or elsewhere,  in one or more
sales or  parcels,  at such price as the bank may deem best,  and for cash or on
credit or for future delivery, without assumption of any credit risk, all or any
of the Security,  at any brokers'  board or at public or private  sale,  without
demand of performance or notice of intention to sell or of time or place of sale
(except such notice as is required by  applicable  statue and cannot be waived),
and the Bank or anyone else may be the  purchaser  of any or all of the Security
so sold and thereafter hold the same, absolutely free from any claim or right of
whatsoever kind,  including any equity or redemption,  of the  undersigned,  any
such  demand,  notice  or right and  equity  hereby  waived  and  released.  The
undersigned  will  pay  to the  Bank  all  reasonable  out  of  pocket  expenses
(including  reasonable  expense  for  legal  services  of  every  kind)  of,  or
incidental to, the enforcement of any of the provisions  hereof or of any of the
Liabilities,  or any actual or attempted  sale,  or any  exchange,  enforcement,
collection,  compromise  or  settlement of any of the Security or receipt of the
proceeds  thereof,  and for the care of the Security and  defending or asserting
the rights and


<PAGE>



claims of the bank in respect  thereof,  by litigation  or otherwise,  including
expense of insurance,  and all such expenses  shall be  indebtedness  within the
terms of this Note. The Bank, at any time, at its option, may apply the net cash
receipts from the Security to the payment of principal of and/or interest on any
of the Liabilities, whether or not then due, making proper rebate of interest or
discount.  Notwithstanding  that the Bank,  whether in its own behalf  and/or in
behalf of another and/or of others, may continue to hold Security and regardless
of the value thereof, the undersigned shall be and remain liable for the payment
in full, principal and interest,  of any balance of the Liabilities and expenses
at any time unpaid.

     Upon the occurrence of any of the following specified events of default (of
an "Event of Default"):  (1) default by the undersigned in making any payment of
principal,  interest,  or any other amount  payable under this note when due; or
(2)  default  by the  undersigned  in the due  payment of any  indebtedness  for
borrowed  money or in the observance or performance of any covenant or condition
contained in any agreement or instrument  evidencing,  securing,  or relating to
any  such  indebtedness,  and  continuance  of any  such  default  for a  period
sufficient to cause or permit the acceleration of the maturity  thereof;  or (3)
default  in  the  observance  of  performance  of  any  other  agreement  of the
undersigned set forth herein and continuance of any such default for thirty (30)
days after  notice  thereof to the  undersigned;  or (4) any  representation  or
warranty made by the undersigned  herein or in any certificate  furnished by the
undersigned  pursuant to the  provisions  hereof,  proves untrue in any material
respect;  (5) the undersigned  becomes  insolvent of bankrupt,  is generally not
paying its debts as they become due, or makes an  assignment  for the benefit of
creditors,  or a  trustee  or  receiver  is  appointed  for the  consent  of the
undersigned,  or if  appointed  without  the  consent of the  undersigned,  such
Trustee  or  Receiver  is  not  discharged  within  (30)  days,  or  bankruptcy,
reorganization,  liquidation or similar proceedings are instituted by or against
the undersigned  under the laws of any jurisdiction,  and if instituted  against
the  undersigned  are consented to by it or remain  undismissed  for thirty (30)
days,  or a write or warrant of  attachment  or similar  process shall be issued
against a substantial  part of the property of the  undersigned and shall not be
released or bonded within thirty (30) days after levy;  then, in any such event,
and at any time  thereafter,  if any Event of Default shall then be  continuing,
the  principal  and the accrued  interest in respect of each advance  under this
note shall become,  immediately  due and payable without  presentment,  demand ,
protest or other notice of any kind,  all of which are  expressly  waived by the
undersigned.

     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 day other than a  Saturday,  Sunday or other day on
which  commercial  banks in New York City are  authorized  or required by law to
close.

     "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  as selected by the
     undersigned; 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.  In the event the undersigned  fails to notify
     the Bank as provided above, then in that event, the Bank has the option, in
     its sole  discretion,  to chose on behalf of the  undersigned  an  Interest
     Rate; and


<PAGE>


     (c)  provided,  however,  that all the  foregoing  provisions  relating  to
     Interest Periods are subject to the following:

          (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; and

          (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
          on the last day of the  then  current  Interest  Period  with  respect
          thereto; and

          (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 of the last Business Day of a calendar month.

     "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 in the Prime Rate shall be  effective on the
date such change is announced by the Bank.

     "LIBOR"  shall mean with respect to the  Interest  Period  pertaining  to a
Eurodollar Advance,  the rate per annum as quoted on telerate page 3750 at 11:00
o'clock new York Time on the second  Business Day prior to the beginning of such
Interest Period.

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



<PAGE>



         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 Banks 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 and the Line  shall not be
assigned by the undersigned without the Bank's prior written consent.

         The  undersigned  in any  litigation  (whether or not arising out of or
relating to this Note or any other  obligations or liability of the  undersigned
to the bank) in which the bank and the  undersigned  shall be  adverse  parties,
waives  trial by jury  and the  right  to  interpose  any  defense,  set-off  or
counterclaim  of any nature or  description.  The  undersigned  agrees to pay on
demand all of the bank's reasonable out of pocket costs and expenses,  including
reasonable counsel fees, in connection with collection of any amounts due to the
Bank and enforcement of its rights under this Note.

         The undersigned agrees that the action,  proceeding or claim against it
arising out of, or relating in any way to, this Note may be brought and enforced
in the  courts of the State of New York or of the United  States of America  for
the Southern District Court of New York, and hereby irrevocably  submits to each
such jurisdiction,  which  jurisdiction shall be non-exclusive.  With respect to
any such action, proceeding or claim, the undersigned consents to accept service
of process and any legal summons to be served upon the  undersigned and consents
that same may be  served by  mailing a copy by  certified  and/or  regular  mail
hereof to the undersigned at the last known address of the undersigned appearing
on the records of the Bank.  Such mailing shall be deemed  personal  service and
shall be legal and  binding  upon the  undersigned  in any such action or claim.
Within thirty days after such mailing the  undersigned  shall appear,  answer or
otherwise move in respect of each summons,  complaint or other  process.  Should
the  undersigned  fail to appear,  answer  within said  thirty day  period,  the
undersigned  shall be deemed in default and  judgment may be entered by the Bank
against the undersigned for the amount as demanded in any summons,  complaint or
other process so served.

     No  modification  or waiver of any provision of this note and no consent by
the Bank to any departure therefrom by the undersigned shall be effective unless
such  modification or waiver shall be in writing and signed by a duly authorized
officer of the Bank,  and the same shall then be  effective  only for the period
and on the conditions and for the specific instances  specified in such writing.
no failure or delay be the Bank in  exercising  any  right,  power or  privilege
hereunder  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise  thereof preclude any other or further exercise thereof or the exercise
of any rights, power of privilege.

     In the  event  any one or more of the  provision  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.

     This Note shall be  construed  according to and governed by the laws of the
Sate of New York.


                                                  ELK ASSOCIATES FUNDING CORP.

[ S E A L ]                                       By: ________________________


                                                  Name:
                                                  Title:

                                                  By:________________________
                                                  Name:
                                                  Title:


<PAGE>


                                     Secured
                Schedules Attached to Grid Demand Promissory note
            (Eurodollar/Prime Rates) in the amount of $16,000,000.00
                         for ELK ASSOCIATES FUNDING CORP


                       Initial
       Amount of     Interest    Date of     Amount of   Total         Notation
Date   Loan          Rate        Maturity    Repayment   Outstanding   Made by
----   ---------     --------    --------    ---------   -----------   -------