EXHIBIT 10.19

NEITHER THIS NOTE, NOR ANY SECURITY ISSUABLE UPON CONVERSION HEREOF, HAS BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
APPLICABLE STATE SECURITIES LAWS. NO INTEREST IN THIS NOTE MAY BE OFFERED OR
SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT,
OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT WHERE THE HOLDER HAS
FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.

                                 MEDIABAY, INC.

               9% CONVERTIBLE SENIOR SUBORDINATED PROMISSORY NOTE

                              DUE DECEMBER 31, 2004

$500,000.00                                                     January 18, 2002

     MEDIABAY, INC. (together with its successors, the "Company"), a Florida
corporation, for value received, hereby promises to pay to Evan Herrick or
registered assigns (the "Holder"), the principal sum of FIVE HUNDRED THOUSAND
DOLLARS ($500,000) on December 31, 2004 (the "Maturity Date"), and to pay
interest on the unpaid principal balance hereof from the date hereof to the
Maturity Date at the rate of nine percent (9.0%) per annum, in arrears, monthly,
commencing on June 30, 2001; and to pay on demand interest on any overdue
principal (including any overdue partial payment of principal and principal
payable at the maturity hereof), and (to the extent permitted by applicable law)
on any overdue installment of interest (the due date of such payments to be
determined without giving effect to any grace period) at the rate of eleven
percent (11.0%) per annum. This Note amends, restates and replaces the certain
$3,000,000 principal amount 9% Convertible Senior Subordinated Promissory Note
due December 31, 2004, which amended, restated and replaced the three certain
$1,000,000 principal amount 9% Convertible Senior Subordinated Promissory Notes
Due December 31, 2004 issued by the Company on December 29, 1999, January 7,
2000 and February 4, 2000.

1.   Interest and Payment

     1.1 Interest shall be computed on the basis of a 360-day year of twelve
30-day months for the actual time elapsed. Subject to the provisions of this
Section 1 and the terms of the Senior Credit Agreement (as defined herein), all
interest payments to be paid in cash to Holder hereunder shall accrue until 10
days following the date that the Senior Debt (as defined herein) has been paid
in full.

     1.2 The Company may, at its option, pay a scheduled interest payment (in
whole or in part) by delivering to the Holder a number of whole shares of common
stock, without par value ("Common Stock"), of the Company, in lieu of paying
such interest in cash, equal to the quotient of dividing the amount of accrued
and unpaid interest payable on such interest payment date by an amount equal to
the then current Conversion Price (as hereinafter defined) if the last sale
price of Common Stock on the schedule interest payment date is greater than the
Conversion Price in effect on such date. If such closing sale price of Common
Stock is not greater than such Conversion Price, such interest payment shall
accrue, and be paid in cash within ten (10) business days after the first
business day on which the Company is not prohibited from making such payment in
cash under the Senior Credit Agreement. No fractional shares of Common Stock
will be issued to the Holder in lieu of cash interest. Instead of any fractional
share which would otherwise be issuable in lieu of cash interest, the Company
will calculate and pay a cash



<PAGE>

adjustment in respect of such fraction (calculated to the nearest 1/100th of a
share) in an amount equal to the same fraction of the Conversion Price at the
close of business on the fifth business day immediately preceding such interest
payment date. The Company may exercise its option to cause the Company to issue
shares of Common Stock, in lieu of cash interest payable on an interest payment
date, by giving the Holder written notice of its exercise of such option on or
prior to such interest payment date and the Company will deliver or cause its
transfer agent to deliver, to the Holder or its designee within ten (10)
business days following the interest payment date, duly executed certificates
for the number of whole shares of Common Stock so issuable to the Holder
registered in the Holder's name or such other name or names and in such
denominations as the Holder shall have designated in its notice of exercise,
and, if applicable, a check payable to the Holder for any cash adjustment in
lieu of a fractional share.

     1.3 Except as provided in Section 1.2 hereof, payments of principal and
Change in Control Purchase Price (as hereinafter defined), if any, and accrued
interest shall be made in such coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
Debts to the Holder hereof at its address shown in the register maintained by
the Company for such purpose.

     1.4 (a) The Company shall pay all amounts payable with respect to this Note
(without any presentment of this Note) by crediting, by federal funds bank wire
transfer, the account of the Holder in any bank in the United States of America
as may be designated in writing by the Holder or in such other manner or to such
other address in the United States of America as may be designated in writing by
the Holder (and as to which, absent subsequent notice from the Holder, the
Company may conclusively rely). Annex 1 shall be deemed to constitute notice,
direction or designation (as appropriate) by the payee of this Note to the
Company with respect to payments to be made to such payee as above provided. In
the absence of such written direction, all amounts payable with respect to this
Note shall be paid by check mailed and addressed to the Holder at its address
shown in the register maintained by the Company pursuant to Section 2.1.

          (b) All payments received on account of this Note shall be applied
     first to the payment of accrued and unpaid interest on this Note and then
     to the reduction of the unpaid principal amount of this Note. In case the
     entire principal amount of this Note is paid or this Note is purchased by
     the Company, this Note shall be surrendered to the Company for cancellation
     and shall not be reissued, and no Note shall be issued in lieu of the paid
     principal amount of any Note.

     1.5 (a) If any payment due on account of this Note shall fall due on a day
other than a business day, then such payment shall be made on the first business
day following the day on which such payment shall have so fallen due; provided
that if all or any portion of such payment shall consist of a payment of
interest, for purposes of calculating such interest, such payment shall be
deemed to have been originally due on such first following Business Day, such
interest shall accrue and be payable to (but not including) the actual date of
payment, and the amount of the next succeeding interest payment shall be
adjusted accordingly.

          (b) Any payment to be made to the Holder on account of this Note shall
     be deemed to have been made on the business day such payment actually
     becomes available at such Holder's bank prior to the close of business of
     such bank, provided that interest for one day at the non-default interest
     rate of this Note shall be due on the amount of any such payment that
     actually becomes available to the Holder at the Holder's bank after 1:00
     p.m. (local time of such bank).

     1.6 The Company may, upon at least three business days prior written notice
to the Holder specifying the date of the prepayment (the "Prepayment Date") and
the principal amount to be prepaid, prepay the unpaid principal balance of this
Note in whole at any time or in part from time to time, without penalty or
premium, then such principal amount) together with interest (in shares of common
stock) on the principal amount being prepaid accrued to the designated
Prepayment Date.


                                      -2-
<PAGE>

     1.7 In the event of a Change in Control, the Company will, within 15
business days after the occurrence of such event, give notice of such Change in
Control to the Holder. Such notice shall contain an irrevocable offer to the
Holder to repurchase this Note on a date (the "Change in Control Payment Date")
that is not less than the later of (a) thirty (30) days and not more than ninety
(90) days after the date of such notice or (b) five (5) days after payment in
full of the Debt outstanding under the Senior Credit Facility, at a purchase
price equal to 100% of the aggregate principal amount thereof and all interest
(in shares of Common Stock) accrued and unpaid on such principal amount to the
Change in Control Payment Date (the "Change in Control Purchase Price"). Each
such notice shall: (i) be dated the date of the sending of such notice; (ii) be
executed by an executive officer of the Company; (ii) specify, in reasonable
detail, the nature and date of the Change in Control; (iv) specify the Change in
Control Payment Date; (v) specify the principal amount of this Note outstanding;
(vi) specify the interest that would be due on this Note, accrued to the Change
in Control Payment Date; and (vii) specify that this Note shall be purchased at
the Change in Control Purchase Price. The Holder shall have the option to accept
or reject such offered payment. In order to accept such offered payment, the
Holder shall cause a notice of such acceptance to be delivered to the Company at
least five days prior to the Change in Control Payment Date. A failure to accept
in writing such written offer of payment as provided in this Section 1.7, or a
written rejection of such offered prepayment, shall be deemed to constitute a
rejection of such offer. The offered payment shall be made at the Change in
Control Purchase Price determined as of the Change in Control Payment Date.

     1.8 Upon any partial payment of the outstanding principal amount of this
Note, the Holder shall mark this Note with a notation of the principal amount so
paid and the date of such payment.

2.   Registration; Exercise; Substitution

     2.1 The Company will keep at its principal executive office a register for
the registration and transfer of this Note. The name and address of the Holder
of this Note, each transfer hereof made in accordance with Section 2.2(a) and
the name and address of each transferee of this Note shall be registered in such
register. The person in whose name this Note shall be registered shall be deemed
and treated as the owner and holder thereof, and the Company shall not be
affected by any notice or knowledge to the contrary, other than in accordance
with Section 2.2(a)

     2.2 (a) Upon surrender of this Note at the principal executive office of
the Company, duly endorsed or accompanied by a written instrument of transfer
duly executed by the Holder or the Holder's attorney duly authorized in writing,
the Company will execute and deliver, at the Company's expense (except as
provided in Section 2.2(c)), a new Note (or Notes) in exchange therefor, in an
aggregate principal amount equal to the unpaid principal amount of the
surrendered Note. Subject to Section 2.2(b), the new Note(s) shall be registered
in such name(s) as the Holder may request. Each such new Note shall be dated and
bear interest from the date to which interest shall have been paid on the
surrendered Note or dated the date of the surrendered Note, if no interest shall
have been paid thereon. Each such new Note shall carry the same rights to unpaid
interest and interest to accrue on the unpaid principal amount thereof as were
carried by the Note so exchanged or transferred.

          (b) This Note has been acquired for investment and has not been
     registered under the securities laws of the United States of America or any
     state thereof. Accordingly, notwithstanding Section 2.2(a), neither this
     Note nor any interest thereon may be offered for sale, sold or transferred
     in the absence of registration and qualification of this Note under
     applicable federal and state securities laws or an opinion of counsel of
     the Holder reasonably satisfactory to the Company that such registration
     and qualification are not required. This Note shall not be transferred in
     denominations of less than $100,000 and integral multiples thereof,
     provided that the Holder may transfer this Note as an entirety regardless
     of the principal amount thereof.

          (c) The Company may require payment of a sum sufficient to cover any
     stamp tax or
                                      -3-
<PAGE>

     governmental change imposed in respect of any such transfer of this Note.

     2.3 Upon receipt by the Company from the Holder of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Note (which evidence shall be, if the Holder is the payee or an
institutional investor, notice from the payee or such institutional investor of
such loss, theft, destruction or mutilation), and (a) in the case of loss, theft
or destruction, of indemnity reasonably satisfactory to the Company; provided,
however, that if the Holder is the payee or an institutional investor, the
unsecured agreement of indemnity of the payee or such institutional investor
shall be deemed to be satisfactory; or (b) in the case of mutilation, upon
surrender and cancellation thereof; the Company at its own expense will execute
and deliver, in lieu thereof, a replacement Note, dated and bearing interest
from the date to which interest shall have been paid on such lost, stolen,
destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or
mutilated Note, if no interest shall have been paid thereon.

     2.4 The Company will pay taxes (if any) due (but not, in any event, income
taxes of the Holder) in connection with and as the result of the initial
issuance of this Note and in connection with any modification, waiver or
amendment of this Note and shall save the Holder harmless, without limitation as
to time, against any and all liabilities with respect to all such taxes.

3.   Subordination

     3.1 Notwithstanding any other provision contained in this Agreement, the
Subordinated Debt is subordinate and junior in right of payment to all Senior
Debt to the extent provided in this Section 3.

     3.2 In the event of: (a) any insolvency, bankruptcy, receivership,
liquidation, reorganization, readjustment, composition or other similar
proceeding relating to the Company; (b) any proceeding for the liquidation,
dissolution or other winding-up of the Company, voluntary or involuntary,
whether or not involving insolvency or bankruptcy proceedings; (c) any general
assignment by the Company for the benefit of creditors; or (d) any other
marshaling of the assets of the Company; all Senior Debt shall first be paid in
full, in cash or Cash Equivalents (as defined in Section 8 hereof and, for all
purposes of this Section 3, as so defined), before any payment or distribution,
whether in cash, securities or other property, shall be made to any holder of
any Subordinated Debt on account of any Subordinated Debt. Any payment or
distribution, whether in cash, securities or other property (other than
securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment, the payment of which is subordinated, at least
to the extent provided in this Section 3 with respect to Subordinated Debt, to
the payment of all Senior Debt at the time outstanding and to any securities
issued in respect thereof under any such plan of reorganization or readjustment,
but only if the rights of the holders of the Senior Debt are not impaired by
such plan without their consent), which would otherwise (but for this Section 3)
be payable or deliverable in respect of Subordinated Debt, shall be paid or
delivered directly to the holders of Senior Debt in accordance with the
priorities then existing among such holders, until all Senior Debt shall have
been paid in full, in cash or Cash Equivalents.

     3.3 If any holder of Subordinated Debt does not file a proper claim or
proof of Debt therefor prior to 20 days before the expiration of the time to
file such claim or proof, then the Senior Agent is hereby authorized and
empowered (but not obligated) as the agent and attorney-in-fact for such holder
for the specific and limited purpose set forth in this Section 3.3 to file such
claim or proof for or on behalf of such holder; provided, however, that the
Senior Agent shall have, prior to taking any such action, given 15 days prior
written notice (which notice may be given up to 60 days prior to the expiration
of the time to file such claim or proof) to such holder of Subordinated Debt
that it intends to file such claim or proof of Debt. In no event may the Senior
Agent or any holder of the Senior Debt vote any claim on behalf of any holder of
the Subordinated Debt, and such agency and appointment of attorney-in-fact shall
not extend to any such right to vote any such claim.

     3.4 If (a) the Company shall default in the payment or prepayment of any
principal of, premium, if any, or interest on, or commitment fee or letter of
credit fee or Administrative Agent fee or


                                      -4-
<PAGE>

indemnity under Section 2.9 or 2.11 or 11.4(c) (or comparable sections under any
replacement Senior Debt) in respect of, any Senior Debt (a "Senior Payment
Default") when the same becomes due and payable, whether at maturity, at a date
fixed for prepayment, by declaration of acceleration or otherwise, or shall fail
to comply with any covenant or agreement in respect of Senior Debt which
covenant or agreement default results in actual acceleration of the maturity of
such Senior Debt ("Covenant Acceleration"); and (b) the Company receives from
the Senior Agent written notice of the happening of such Senior Payment Default
or Covenant Acceleration, stating that such notice is a payment blockage notice
pursuant to this Section 3.4; no direct or indirect payment (in cash, property
or securities or by set-off or otherwise) shall be made or agreed to be made on
account of any Subordinated Debt, or as a sinking fund for any Subordinated
Debt, or in respect of any redemption, retirement, purchase, prepayment or other
acquisition or payment of any Subordinated Debt, unless and until such Senior
Payment Default shall have been cured or waived or otherwise shall have ceased
to exist or such Covenant Acceleration shall have been rescinded and the
underlying covenant default shall have been cured or waived or shall have
otherwise ceased to exist.

     The Company shall give prompt written notice to each holder of Subordinated
Debt of its receipt of any such notice from the Senior Agent under this Section
3.4.

     3.5 If (a) any Significant Nonpayment Default shall have occurred; and (b)
the Company and the Holder receive from the Senior Agent written notice (a "Stop
Payment Notice") of the happening of such Significant Nonpayment Default,
stating that such notice is a payment blockage notice pursuant to this Section
3.5; no direct or indirect payment (in cash, property or securities or by
set-off or otherwise) shall be made or agreed to be made for or on account of
any Subordinated Debt, or as a sinking fund for any Subordinated Debt, or in
respect of any redemption, retirement, repurchase, prepayment, purchase or other
acquisition or payment of any Subordinated Debt, for a period (each, a "Payment
Blockage Period") commencing on the date such Stop Payment Notice is delivered
to the Company and ending on the earliest to occur of the following: (a) the
time as of which each Significant Nonpayment Default which is the subject of
such Stop Payment Notice shall have been waived or cured (whether by amendment
of any provisions of the Senior Credit Agreement or otherwise), (b) a number of
days shall have elapsed as is necessary to prevent the total number of days that
a Stop Payment Notice (or Stop Payment Notices in the event that more than one
Stop Payment Notice has been given) is in effect during any consecutive 365 day
period from exceeding 180 days in the aggregate, and (c) the date of the
repayment in full in cash or Cash Equivalents of the Senior Debt and the
termination of any commitment to make further loans or advances in respect of
the Senior Debt; provided, however, that (i) the Senior Agent shall not be
permitted to issue a Stop Payment Notice more than six times in the aggregate;
(ii) only two Stop Payment Notices may be issued in any period of 365
consecutive days; (iii) Payment Blockage Periods may not be in effect for more
than 180 days (whether or not such days are consecutive) during any period of
365 consecutive days, and if any Payment Blockage Period is in effect on the
181st day in any period of 365 consecutive days, such Payment Blockage Period
will terminate immediately; and (iv) no Payment Blockage Period may be imposed
as a result of a Significant Nonpayment Default which served as the basis for or
was continuing during any previous Payment Blockage Period, unless any such
Significant Nonpayment Default shall have been cured or waived or otherwise
ceased to exist for a period of not less than 60 consecutive days after the date
that the previous Stop Payment Notice was given.

     3.6 If, at any time during which the Senior Credit Facility is in effect,
the Holder elects to exercise any Remedies in respect of any Event of Default,
the Holder shall deliver to the Company and to the Senior Agent written notice
(an "Enforcement Notice") specifying the Event or Events of Default which are
the basis for the exercise of such Remedies and stating that the Holder intends
to exercise Remedies; provided, however, that the failure to deliver such
Enforcement Notice to the Senior Agent shall not affect the validity of the
Enforcement Notice as between such holder or holders and the Company.


                                      -5-
<PAGE>

     3.7 Notwithstanding anything contained in this Note to the contrary, for so
long as any amount is outstanding under the Senior Credit Facility including any
letter of credit reimbursement obligations or commitments, the Holder shall not
exercise any Remedies in respect thereof during any period (a "Standstill
Period") commencing on the first date the Holder, but for the provisions of this
Section 3, would have been entitled to exercise any Remedies and ending upon the
earliest of:

          (a) the date which is 10 business days after the Enforcement Notice is
     delivered to the Company and the Senior Agent pursuant to Section 3.6;
     provided, however, that if any Payment Blockage Period arising from the
     giving of a Stop Payment Notice is in effect on such 10th business day
     after the Enforcement Notice is so delivered, this clause (a) shall be
     ineffective to terminate such Standstill Period;

          (b) in the event that a Payment Blockage Period arising from the
     giving of a Stop Payment Notice is in effect on the date which is 10
     business days after an Enforcement Notice is delivered to the Company and
     the Senior Agent pursuant to Section 3.6, the expiration of such Payment
     Blockage Period;

          (c) the date that any holder of any Senior Debt commences the exercise
     of any Remedies in respect of such Senior Debt; and

          (d) the first date upon which any of the Events of Default described
     in Section 7.1(f) and (g) shall have occurred and be continuing beyond any
     period of grace specified therein; and, in such event, the automatic
     acceleration of this Note contemplated in respect of such Event of Default
     pursuant to Section 7.2(a) shall occur immediately upon the termination of
     the Standstill Period.

     3.8 If (a) any payment or distribution shall be paid to or collected or
received by any holders of Subordinated Debt in contravention of any of the
terms of this Section 3 but whether or not any Stop Payment Notice or (pursuant
to Section 3.4) payment blockage notice shall theretofore have been given (i.e.,
if paid, collected or received at a time when either such notice could have been
given had the Senior Agent been aware of circumstances giving rise to the right
to deliver any such notice); and (b) the Senior Agent shall have notified the
holders of Subordinated Debt in writing, within 30 days after the date such
payment or distribution is made, of the facts by reason of which such payment or
collection or receipt so contravenes this Section 3 or constituted a Significant
Nonpayment Default; then such holders of Subordinated Debt will deliver such
payment or distribution, to the extent necessary to pay all such Senior Debt in
full, in cash or Cash Equivalents, to the Senior Agent, on behalf of the holders
of the Senior Debt, and, until so delivered, the same shall be held in trust by
such holders of Subordinated Debt as the property of the holders of such Senior
Debt. If any amount is delivered to the Senior Agent pursuant to this Section
3.8, whether or not such amounts have been applied to the payment of Senior
Debt, and the outstanding Senior Debt shall thereafter be paid in full, in cash
or Cash Equivalents, by the Company or otherwise other than pursuant to this
Section 3.8, the holders of Senior Debt shall return to such holders of
Subordinated Debt an amount equal to the amount delivered to such holders of
Senior Debt pursuant to this Section 3.8, so long as after the return of such
amounts the Senior Debt shall remain indefeasibly paid in full, in cash or Cash
Equivalents.

     3.9 Except as provided in this Section 3, the rights set forth in this
Section 3 of the holders of the Senior Debt as against each holder of
Subordinated Debt shall remain in full force and effect without regard to, and
shall not be impaired by:

          (a) any act or failure to act on the part of the Company;

          (b) any extension or indulgence in respect of or change in the time,
     manner or place of any payment or prepayment of the Senior Debt or any part
     thereof or in respect of any other amount


                                      -6-
<PAGE>

     payable to any holder of Senior Debt, including, without limitation, any
     increase in the Senior Debt resulting from extension of additional credit
     to the Company or any subsidiary or otherwise and permitted by Section
     6.3(iii) or (iv) hereof;

          (c) any amendment, modification, restatement, refinancing or waiver
     of, or addition or supplement to, or deletion from, or compromise, release,
     consent or other action in respect of, any of the terms of any Senior Debt
     or any other agreement which may be relating to any Senior Debt, other than
     such as would cause all or any portion of such Debt to fail to meet the
     definition of "Senior Debt;"

          (d) any exercise or non-exercise by any holder of Senior Debt of any
     right, power, privilege or remedy under or in respect of any Senior Debt or
     Subordinated Debt or any waiver of any such right, power, privilege or
     remedy or any default in respect of any Senior Debt or the Subordinated
     Debt, any dealing with or action against or application of proceeds from
     any collateral security therefor or any receipt by any holder of Senior
     Debt of any security, or any failure by any holder of Senior Debt to
     perfect a security interest in, or any release by any such Senior Debt of,
     any security for or guaranty of the payment of any Senior Debt or any
     manner of sale or other disposition of any assets of the Company or any
     subsidiary;

          (e) any merger or consolidation of the Company or any of its
     subsidiaries into or with any other subsidiaries of the Company or into or
     with any person, or any transfer of any or all of the property of the
     Company or any of its subsidiaries to any other person or any change,
     restructuring or termination of the corporate structure or existence of the
     Company or any of its subsidiaries;

          (f) the absence of any notice to, or knowledge by, any holder of
     Subordinated Debt of the existence or occurrence of any of the matters or
     events set forth in the foregoing clauses (a) through (e);

          (g) any lack of validity or enforceability of any instrument or
     agreement evidencing or securing any Senior Debt or any other agreement or
     instrument relating thereto; or

          (h) any other circumstance which might otherwise constitute a defense
     available to, or a discharge of, the Company or any holder of Subordinated
     Debt.

     3.10 Each holder of Subordinated Debt and the Company hereby waives
promptness, diligence, notice of appearance and any other notice with respect to
any of the Senior Debt and these provisions and any requirement that any holder
of the Senior Debt protect, secure, perfect or insure any security interest or
lien or any property subject thereto or exhaust any right to take any action
against the Company or any other person or entity or any collateral.

     3.11 The Company will, and will use its reasonable efforts to cause each
holder of Subordinated Debt to, at the Company's expense and at any time and
from time to time, promptly execute and deliver all further instruments and
documents, and take all further actions, that may be necessary or desirable, or
that any holder of any Senior Debt may reasonably request, in order to protect
any right or interest granted or purported to be granted under this Section 3 or
enable the holders of the Senior Debt to exercise and enforce their rights and
remedies under these provisions.

     3.12 Each holder of Subordinated Debt waives any and all notices of the
acceptance of the provisions of this Section 3 or of the creation, renewal,
extension or accrual, now or at any time in the future, of any Senior Debt.

     3.13 The obligations of each holder of Subordinated Debt under the
provisions set forth in this Section 3 shall continue to be effective, or be
reinstated, as the case may be, as to any payment in respect of any Senior Debt
that is rescinded or must otherwise be returned by the holder of such Senior
Debt upon


                                      -7-
<PAGE>

the occurrence or as a result of any bankruptcy or judicial proceeding, all as
though such payment had not been made.

     3.14 Nothing contained in this Section 3 shall impair, as between the
Company and any holder of Subordinated Debt, the obligation of the Company to
pay to such holder the principal thereof and interest thereon as and when the
same shall become due and payable in accordance with the terms thereof and to
comply with each and every provision of this Note or prevent any holder of any
Subordinated Debt from exercising all rights, powers and remedies otherwise
permitted by applicable law or under this Note, all subject to the rights of the
holders of the Senior Debt hereunder including rights to receive cash,
securities or other property otherwise payable or deliverable to the holders of
Subordinated Debt.

     3.15 Upon the payment in full of all Senior Debt, the holders of
Subordinated Debt shall be subrogated to all rights of any holder of Senior Debt
to receive any further payments or distributions applicable to the Senior Debt
until the Subordinated Debt shall have been paid in full, and such payments or
distributions received by the holders of Subordinated Debt by reason of such
subrogation, of cash, securities or other property which otherwise would be paid
or distributed to the holders of Senior Debt, shall, as between the Company and
its creditors other than the holders of Senior Debt, on the one hand, and the
holders of Subordinated Debt, on the other hand, be deemed to be a payment by
the Company on account of Senior Debt and not on account of Subordinated Debt.
Notwithstanding the foregoing provisions of this Section 3.15 or any other
provision of this Note each holder of Subordinated Debt hereby waives any and
all exoneration and impairment defenses that it may at any time have by law or
otherwise in respect of subrogation rights.

     3.16 Each holder of Subordinated Debt, by its acceptance thereof, shall be
deemed to acknowledge and agree that the foregoing subordination provisions are,
and are intended to be, an inducement to and a consideration of each holder of
any Senior Debt, whether such Senior Debt was created or acquired before or
after the creation of Subordinated Debt, to acquire and hold, or to continue to
hold, such Senior Debt, and such holder of Senior Debt shall be deemed
conclusively to have relied on such subordination provisions in acquiring and
holding, or in continuing to hold, such Senior Debt. Each such holder of Senior
Debt is intended to be, and is, a third party beneficiary of this Section 3.
Each holder of Subordinated Debt acknowledges and agrees that the provisions set
forth in this Section 3 shall be enforceable against such holder of Subordinated
Debt by the holders of the Senior Debt. Notwithstanding anything contained in
this Note to the contrary, none of the provisions of this Section 3 (including,
without limitation, this Section 3.16 and defined terms used herein) may,
directly or indirectly, be amended, modified, supplemented or waived without the
prior written consent of the Senior Agent, on behalf of the holders of the
Senior Debt.

     3.17 Notwithstanding the other provisions of this Section 3.17, no
amendment to or refinancing of the Senior Debt or any agreement or instrument
related thereto shall be entitled to the benefits of this Section 3 without the
consent of the Holder to the extent that such amendment would prohibit directly
and expressly the Company or any subsidiary from making scheduled payments in
respect of the Subordinated Debt in accordance with the terms of this Agreement
as in effect on the date hereof or as may be amended to the extent permitted by
the Senior Credit Agreement; provided that no change of financial covenants or
increase in the restrictiveness of negative covenants or events of default under
the Senior Debt documents (that do not by their terms refer to this Note) shall
be deemed to constitute a prohibition from making scheduled payments, even if
the ultimate effect of any such change would cause the Company to be in default
under the Senior Debt if such a scheduled payment were made.

     3.18 This Note ranks (i) pari passu with all other Senior Subordinated Debt
and (ii) subordinate to the Senior Credit Facility and to the Herrick Secured
Subordinated Note as such terms are defined in the Senior Credit Agreement.
Accordingly, notwithstanding any discrepancy as to the identification in such
definition by date and amount of any particular 9% Convertible Senior
Subordinated


                                      -8-
<PAGE>

Promissory Note due December 31, 2004, this Note is deemed to constitute one of
the Notes comprising "Senior Subordinated Debt" under and as defined in the
Senior Credit Agreement and (except that this Note is not secured by any
collateral or Subsidiary Guarantees) is entitled to the same rights and subject
to the same restrictions as are accorded to such other Notes.

     3.19 As used in this Section 3 and elsewhere in this Agreement, the
following terms have the respective meanings set forth below:

          "Credit Facility" means and includes a credit agreement or similar
     agreement pursuant to which the lender or lenders commit(s) to permit the
     Company, subject to the conditions therein, to obtain from time to time
     thereunder term or revolving loans and/or letters of credit and
     periodically repay the same.

          "Junior Subordinated Debt" means any Debt of the Company or any
     subsidiary which is (a) issued on or after the Issue Date of this Note and
     which is expressly subordinated in right of payment to any Debt of the
     Company, or (b) owing to any subsidiary or affiliate of the Company.

          "Remedies" means and includes, with respect to any Debt (including,
     without limitation, the Senior Debt and the Subordinated Debt):

          (a) the acceleration of the maturity of any of such Debt;

          (b) the exercise of any put right or other similar right to require
     the Company or any subsidiary to repurchase any of such Debt prior to the
     stated maturity thereof;

          (c) the collection or commencement of proceedings against the Company,
     any subsidiary thereof or any other person obligated on such Debt or any of
     their respective property, to enforce or collect any of such Debt;

          (d) taking possession of or foreclosing upon (whether by judicial
     proceedings or otherwise) any Liens or other collateral security for such
     Debt; or causing a marshaling of any property of the Company or any
     subsidiary;

          (e) the making of a demand in respect of any Guaranty given by the
     Company or any subsidiary of the Company of such Debt;

          (f) commencing or joining in or causing the Company to commence or
     join in or assist the Company in commencing, any proceeding of the nature
     referred to in Section 7.1(f) or 7.1(g); or

          (g) exercising any other remedies with respect to such Debt or any
     claim with respect thereto.

          "Senior Agent" means, for so long as the Senior Credit Agreement
     remains outstanding, the administrative agent in respect of the Senior
     Credit Agreement, and thereafter, any one agent or lender in respect of the
     Senior Credit Facility, or a representative of either, designated in
     writing to the Holder by the Company as being the "Senior Agent".

          "Senior Credit Agreement" means the Amended and Restated Credit
     Agreement dated as of the date hereof among the Company, ING (U.S.) Capital
     LLC as administrative agent (together with its successors in such capacity)
     and the banks, financial institutions and other institutional lenders from
     time to time named therein, as it may be amended, supplemented, extended,
     renewed, refinanced, restated or replaced in whole or in part.

          "Senior Credit Facility" means and includes:


                                      -9-
<PAGE>

               (a) the Senior Credit Agreement; and

               (b) any Credit Facility (whether or not secured), which Credit
          Facility has refinanced in whole or in part the Senior Debt governed
          by the terms of a Senior Credit Facility which the Company has
          designated in writing to the Holder as being the "Senior Credit
          Facility;" provided, however, that, by making such designation, the
          predecessor Senior Credit Facility shall cease to be the Senior Credit
          Facility (but any Debt outstanding or incurred thereunder shall
          continue to be Senior Debt for so long as such Debt meets the
          definition thereof).

               "Senior Debt" means and includes all obligations, liabilities and
          indebtedness of the Company now or hereafter existing, whether fixed
          or contingent, and whether for principal or interest (including
          interest (at the rate specified in the applicable Senior Credit
          Facility) accruing after the filing of a petition under the Bankruptcy
          Code, whether or not allowed), fees, expenses, indemnification or
          otherwise (including letter of credit reimbursement obligations
          whether or not any draw has occurred), in respect of:

               (a) the Senior Credit Facility;

               (b) the 9% Convertible Senior Subordinated Promissory Note due
          December 31, 2002 in the principal amount of $800,000 issued by the
          Company to Huntingdon Corporation on the Issue Date.

               (c) the 9% Convertible Senior Promissory Notes due September 30,
          2002 in the aggregate principal amount of up to $3,000,000 issued (or
          to be issued) by the Company on and after the Issue Date.

               (d) any other Debt of the Company owing to the Senior Agent or
          any lender under the Senior Credit Facility (whether or not such
          lender continues to be a lender thereunder) with respect to any
          obligations under Bank Hedge Agreements (as defined in the Senior
          Credit Agreement) related to the Senior Credit Agreement that are or
          may become owed by the Company directly or indirectly, other than Debt
          incurred pursuant to a Senior Credit Facility.

               Notwithstanding the foregoing, in no event shall "Senior Debt"
          include any Subordinated Debt.

               "Senior Subordinated Debt" means this Note, the $1,984,250
          principal amount 9% Convertible Senior Subordinated Promissory Note
          due December 31, 2004 issued by the Company payable to Norton Herrick
          and the $4,200,000 principal amount 9% Convertible Promissory Note
          issued by the Company payable to ABC Investment LLC and any guaranties
          thereof permitted to be issued by the Subsidiaries of the Company from
          time to time pursuant to Section 6.2(c)(iv) of the Senior Credit
          Agreement, as the same may be amended, modified or supplemented from
          time to time consistent with the terms of this Agreement and any
          further amendments, restatements or assignments of any such Notes
          whether in different denominations or otherwise.

               "Significant Nonpayment Default" means and includes:

               (a) an event of default under the Senior Credit Facility in
          respect of the failure of the Company to comply with any material
          covenant or agreement in respect of the Senior Credit Facility or
          documents executed or delivered in connection therewith (it being
          understood that the provisions of Sections 2.13, 5.2, 5.5, 5.6, 5.7
          and 5.13, Article 6 and Article 8 of the Senior Credit Agreement, as
          in effect on the date hereof and any comparable provisions in effect
          after the date hereof, are "material covenants" for such purpose); and
          any event of default under Sections 9.2, 9.5, 9.7 through 9.14
          (inclusively) under the Senior Credit Agreement (or any comparable
          provision in effect after the date

                                      -10-
<PAGE>

          hereof); and

               (b) an event of default in respect of the Senior Credit Facility
          arising out of any Event of Default in respect of this Note.

               "Subordinated Debt" means and includes all obligations,
          liabilities and indebtedness of the Company now or hereafter existing,
          whether fixed or contingent, and whether for principal, interest
          (including interest accruing after the filing of a petition under the
          Federal Bankruptcy Code, to the extent allowed), fees, expenses,
          indemnification or otherwise, that is subordinated to the obligations
          of the Company under any Senior Debt, and shall include, without
          limitation, all obligations, in respect of this Note, and all other
          Senior Subordinated Debt.

4.   Conversion

     4.1 The Holder may convert the outstanding principal amount of this Note,
and accrued and unpaid interest thereon (or a portion of such outstanding
principal amount as provided in Section 4.3) into fully paid and nonassessable
shares of Common Stock of the Company ("Conversion Shares") at any time prior to
the time the outstanding principal amount of this Note, and accrued and unpaid
interest thereon is paid in full, at the Conversion Price then in effect, except
that if this Note is to be prepaid in full or repurchased pursuant to the
provisions hereof, such conversion right shall terminate at the close of
business on the Prepayment Date or the Change in Control Purchase Date, as the
case may be. The number of shares of Common Stock issuable upon conversion of
this Note shall be determined by dividing the principal amount (and accrued and
unpaid interest, if any) to be converted by the conversion price in effect on
the Conversion Date (the "Conversion Price"). The initial Conversion Price is
$.56 and is subject to adjustment as provided in this Section 4.

     The provisions of this Note that apply to conversion of the outstanding
principal amount of this Note and accrued and unpaid interest thereon also apply
to a partial conversion of this Note. The Holder is not entitled to any rights
of a holder of Conversion Shares until the Holder has converted this Note (or a
portion thereof) into Conversion Shares, and only to the extent that this Note
is deemed to have been converted into Conversion Shares under this Section 4.

     4.2 To convert all or a portion of this Note, the Holder must (a) complete
and sign a notice of election to convert substantially in the form annexed
hereto (each, a "Conversion Notice"), (b) surrender the Note to the Company, (c)
furnish appropriate endorsements or transfer documents if required by the
Company and (d) pay any transfer or similar tax, if required. The date on which
the Holder satisfies all of such requirements is the conversion date (the
"Conversion Date"). As soon as practicable, and in any event within three (3)
business days, after the Conversion Date, the Company will deliver, or cause to
be delivered, to the Holder a certificate for the number of whole Conversion
Shares issuable upon such conversion and a check for any fractional Conversion
Share determined pursuant to Section 4.4 and for interest on this Note accrued
and unpaid through the Conversion Date (unless such interest has also been
converted as permitted by this Section 4). The person in whose name the
certificate for Conversion Shares is to be registered shall become the
shareholder of record on the Conversion Date and, as of the Conversion Date, the
rights of the Holder shall cease as to the portion thereof so converted;
provided, however, that no surrender of a Note on any date when the stock
transfer books of the Company shall be closed shall be effective to constitute
the person entitled to receive the Conversion Shares upon such conversion as the
shareholder of record of such Conversion Shares on such date, but such surrender
shall be effective to constitute the person entitled to receive such Conversion
Shares as the shareholder of record thereof for all purposes at the close of
business on the next succeeding day on which such stock transfer books are open;
provided further that such conversion shall be at the Conversion Price in effect
on the date that this Note shall have been surrendered for conversion, as if the
stock transfer books of the Company had not been closed.


                                      -11-
<PAGE>

     4.3 In the case of a partial conversion of this Note, upon such conversion,
the Company shall execute and deliver to the Holder, at the expense of the
Company, a new Note in an aggregate principal amount equal to the unconverted
portion of the principal amount. This Note may be converted in part in a
principal amount equal to $100,000 (or a lesser amount with the Company's
written consent) or an integral multiple thereof, unless the outstanding
principal amount of this Note is less than $100,000, in which case, only such
outstanding principal amount and accrued and unpaid interest thereon is
convertible into Conversion Shares.

     4.4 No fractional Conversion Shares shall be issued upon conversion of this
Note. Instead of any fractional Conversion Share which would otherwise be
issuable upon conversion of this Note, the Company shall calculate and pay a
cash adjustment in respect of such fraction (calculated to the nearest 1/100th
of a share) in an amount equal to the same fraction of the Conversion Price at
the close of business on the Conversion Date.

     4.5 The issuance of certificates for Conversion Shares upon the conversion
of any Security shall be made without charge to the Holder for such certificates
or for any tax in respect of the issuance of such certificates, and such
certificates shall be issued in the name of, or in such names as may be directed
by, the Holder; provided, however, that in the event that certificates for
Conversion Shares are to be issued in a name or names other than the name of the
Holder, such Note, when surrendered for conversion, shall be accompanied by an
instrument of transfer, in form satisfactory to the Company, duly executed by
the Holder or his duly authorized attorney; and provided further, moreover, that
the Company shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issuance and delivery of any such certificates
in a name or names other than that of the Holder, and the Company shall not be
required to issue or deliver such certificates unless or until the person or
persons requesting the issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the Company
that such tax has been paid or is not applicable.

     4.6

          (a) In case the Company shall pay or make a dividend or other
     distribution to all holders of its Common Stock in shares of Common Stock,
     the Conversion Price in effect at the opening of business on the day next
     following the date fixed for the determination of shareholders entitled to
     receive such dividend or other distribution shall be reduced by multiplying
     such Conversion Price by a fraction, of which the numerator shall be the
     number of shares of Common Stock outstanding at the close of business on
     the date fixed for such determination, and the denominator shall be the sum
     of the numerator and the total number of shares constituting such dividend
     or other distribution, such reduction to become effective immediately after
     the opening of business on the day next following the date fixed for such
     determination. For the purposes of this Section 4.6(a), the number of
     shares of Common Stock at any time outstanding shall not include shares of
     Common Stock held in the treasury of the Company. The Company will not pay
     any dividend or make any distribution on shares of Common Stock held in the
     treasury of the Company.

          (b) In the event that the Company shall at any time prior to the
     conversion in full of the Note declare a dividend (other than a dividend
     consisting solely of shares of Common Stock or a cash dividend or
     distribution payable out of current or retained earnings) or otherwise
     distribute to its holders of Common Stock any monies, assets, property,
     rights, evidences of indebtedness, securities (other than shares of Common
     Stock), whether issued by the Company or by another person or entity, or
     any other thing of value, the Holder or Holders of the Note to the extent
     of the unconverted portion thereof shall thereafter be entitled, in
     addition to the shares of Common Stock or other securities receivable upon
     the conversion thereof, to receive, upon conversion of such unconverted
     portion of the Note, the same monies, property, assets, rights, evidences
     of indebtedness, securities or any other thing of value that they would
     have been entitled to receive at the time of such dividend or distribution.
     At the time of any such


                                      -12-
<PAGE>

     dividend or distribution, the Company shall make appropriate reserves to
     ensure the timely performance of the provisions of this Subsection.

          (c) In case the outstanding shares of Common Stock shall be subdivided
     into a greater number of shares of Common Stock, the Conversion Price in
     effect at the opening of business on the day following the day upon which
     such subdivision becomes effective shall be proportionately reduced, and,
     conversely, in case the outstanding shares of Common Stock shall each be
     combined into a smaller number of shares of Common Stock, the Conversion
     Price in effect at the opening of business on the day following the day
     upon which such combination becomes effective shall be proportionately
     increased, such reduction or increase, as the case may be, to become
     effective immediately after the opening of business on the day following
     the day upon which such subdivision or combination becomes effective.

          (d) In case the Company shall fail to take a record of the holders of
     its shares of Common Stock for the purpose of entitling them to receive a
     dividend or other distribution payable in shares of Common Stock, then such
     record date shall be deemed to be the date of the issue of the shares of
     Common Stock deemed to have been issued as a result of the declaration of
     such dividend or other distribution or the date of the granting of such
     right of subscription or purchase, as the case may be.

     4.7 No adjustment in the Conversion Price shall be required unless such
adjustment would require an increase or decrease of at least one cent ($.01) in
the Conversion Price; provided, however, that any adjustments which by reason of
this Section 4.7 are not required to be made shall be carried forward and taken
into account in any subsequent adjustment.

     4.8 Notice of Certain Events.

          (a) In the event that: (i) the Company takes any action which would
     require an adjustment in the Conversion Price; (ii) the Company takes any
     action described in Section 4.9(a), (b) or (c); or (iii) there is a
     dissolution or liquidation of the Company; the Holder may wish to convert
     this Note into shares of Conversion Shares prior to the record date for or
     the effective date of the transaction so that such Holder may receive the
     securities or assets which a holder of shares of Common Stock on that date
     may receive. Therefore, the Company shall give notice to the Holder in
     accordance with the provisions of this Section 4.8 stating the proposed
     record or effective date, as the case may be, which notice shall be given
     prior to the proposed record or effective date and, in any case, no later
     than notice of such transaction is given to holders of Common Stock.
     Failure to give such notice or any defect therein shall not affect the
     validity of any transaction referred to in clause (i), (ii) or (iii) of
     this Section.

          (b) Upon the occurrence of each adjustment or readjustment of the
     Conversion Price pursuant to this Section 4, the Company, at its expense,
     shall promptly compute such adjustment or readjustment in accordance with
     the terms hereof and prepare and furnish to each Holder a statement, signed
     by its chief financial officer, setting forth such adjustment or
     readjustment and showing in reasonable detail the facts upon which such
     adjustment or readjustment is based. The Company shall, upon the written
     request at any time of any Holder, furnish or cause to be furnished to such
     Holder a like certificate setting forth (i) such adjustment and
     readjustment, (ii) the Conversion Price at the time in effect, and (iii)
     the number of shares of Common Stock and the amount, if any, of other
     property which at the time would be received upon the Conversion of the
     portion of this Note specified in such request.

     4.9 If any of the following shall occur, namely:

          (a) any reclassification or change of outstanding shares of Common
     Stock issuable upon conversion of this Note (other than a change in par
     value, or from par value to no par value, or from no par value to par
     value, or as a result of a subdivision or combination);


                                      -13-
<PAGE>

          (b) any consolidation or merger to which the Company is a party, other
     than a merger in which the Company is the continuing corporation and which
     does not result in any reclassification of, or change (other than a change
     in name, or par value, or from par value to no par value, or from no par
     value to par value or as a result of a subdivision or combination) in,
     outstanding shares of Common Stock; or

          (c) any sale or conveyance of all or substantially all of the property
     or business of the Company and its subsidiaries as an entirety;

then the Company, or such successor or purchasing corporation, as the case may
be, shall, as a condition precedent to such reclassification, change,
consolidation, merger, sale or conveyance, execute and deliver to the Holder, an
agreement in form satisfactory to the Holder providing that the Holder shall
have the right to convert this Note into the kind and amount of shares of stock
and other securities and property (including cash) receivable upon such
reclassification, change, consolidation, merger, sale or conveyance by a holder
of the number of shares of Common Stock deliverable upon conversion of this Note
immediately prior to such reclassification, change, consolidation, merger, sale
or conveyance. Such agreement shall provide for adjustments of the Conversion
Price which shall be as nearly equivalent as may be practicable to the
adjustments of the Conversion Price provided for in this Section 4. If, in the
case of any such consolidation, merger, sale or conveyance, the stock or other
securities and property (including cash) receivable thereupon by a holder of
Common Stock includes shares of stock or other securities and property of a
corporation other than the successor or purchasing corporation, as the case may
be, in such consolidation, merger, sale or conveyance, then such agreement shall
also be executed by such other corporation and shall contain such additional
provisions to protect the interests of the Holder as the Board of Directors
shall reasonably consider necessary by reason of the foregoing. The provisions
of this Section 4.9 shall similarly apply to successive reclassifications,
changes, consolidations, mergers, sales or conveyances.

     4.10 The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized and unissued Common Stock, solely for
the purpose of effecting the conversion of this Note, the full number of
Conversion Shares then issuable upon the conversion in full of this Note.

     4.11 If the Company or an affiliate of the Company shall at any time after
the date hereof and prior to the conversion of the Note in full issue any rights
to subscribe for shares of Common Stock or any other securities of the Company
or of such affiliate to all the shareholders of the Company, the Holder of the
unconverted portion of the Note shall be entitled, in addition to the shares of
Common Stock or other securities receivable upon the Conversion thereof, to
receive such rights at the time such rights are distributed to the other
shareholders of the Company.

5.   Affirmative Covenants

     The Company covenants that on and after the Issue Date and so long as any
portion of the Note shall be outstanding:

     5.1 The Company will, and will cause each of its Subsidiaries to, pay
before they become delinquent: (a) all taxes, assessments and governmental
charges or levies imposed upon it or its property; and (b) all claims or demands
of materialmen, mechanics, carriers, warehousemen, vendors, landlords and other
like persons that, if unpaid, might by law become a Lien upon its property;
provided, that items of the foregoing description need not be paid so long as
such items are being contested in good faith and by appropriate proceedings and
as to which appropriate reserves in accordance with GAAP have been established
and maintained with respect thereto, unless and until any Lien resulting
therefrom attaches to its property and becomes enforceable, unless such Lien is
effectively stayed or fully bonded pending the disposition of such proceedings.


                                      -14-
<PAGE>

     5.2 The Company will, and will cause each of its subsidiaries to:

          (a) maintain its property that is reasonably necessary in the conduct
     of its business as it is currently be conducted in good working order and
     condition, ordinary wear and tear, obsolescence and insured casualty losses
     excepted;

          (b) maintain, with insurers reasonably believed to be financially
     sound and reputable, insurance with respect to its property and business
     against such casualties and contingencies, of such types and in such
     amounts as is customary in the case of corporations engaged in the same or
     a similar business and similarly situated;

          (c) keep proper books of record and account, in which full and correct
     entries shall be made of all dealings and transactions of or in relation to
     the properties and business thereof;

          (d) do or cause to be done all things reasonably necessary to preserve
     and keep in full force and effect its corporate existence, corporate rights
     (charter and statutory) and corporate franchises, except as permitted by
     Section 6.1;

          (e) comply, in all material respects, with all applicable laws, rules
     and regulations (including, without limitation, ERISA, Environmental Laws
     and Environmental Permits) and obtain all licenses, permits, franchises and
     other governmental authorizations necessary for the ownership of its
     properties and the conduct of its business, except where its obligation to
     so comply being contested in good faith and by appropriate proceedings and
     adequate resources have been established are being maintained in accordance
     with GAAP, and except where failure to comply could not reasonably be
     expected to have a Material Adverse Effect; and

          (f) conduct its business so as not to become subject to any liability
     under any Environmental Law that, individually or in the aggregate, could
     reasonably be expected to have a Material Adverse Effect and except where
     any such liability is being contested in good faith by appropriate
     proceedings and adequate reserves have been established and are being
     maintained in accordance with GAAP.

     5.3 The Company will conduct, and cause each of its subsidiaries to
conduct, all transactions otherwise permitted by this Note with any of their
Affiliates on terms that are fair and reasonable and no less favorable to the
Company or any such subsidiary than it could obtain in a comparable arms-length
transaction with a person not an Affiliate; provided, however, that this Section
5.3 shall not be deemed to prohibit any transactions solely between the Company
and its wholly-owned subsidiaries carried out in the ordinary course of
business, subject, however, to any applicable provisions of Section 6.

     5.4 The Company will make all payments and otherwise perform, or cause the
relevant subsidiary of the Company to pay or otherwise perform, all obligations
in respect of all leases of real property to which the Company or any of its
subsidiaries is a party, keep such leases in full force and effect and not allow
such leases to lapse or be terminated or any rights to renew such leases to be
forfeited or canceled, notify the Holder of any default by any party with
respect to such leases (except during any period in which the Holder or any
Affiliate thereof is serving as a director or executive officer of the Company)
and cooperate with the Holder in all respects to cure any such default, and
cause each of its subsidiaries to do so except, in any case, where the failure
to do so, either individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect and except where its failure to do so
is being contested in good faith and by proper proceedings.

     5.5 The Company will perform and observe, and cause each of its
subsidiaries to perform and observe, all of the material terms and provisions of
each Material Contract (as that term is defined in the Senior Credit Agreement)
to which it is a party to be performed or observed by it, maintain, and cause


                                      -15-
<PAGE>

each of its subsidiaries to maintain, each such Material Contract to which it is
a party in full force and effect, and enforce, and cause each of its
subsidiaries to enforce, each such Material Contract to which it is a party in
accordance with its terms, except where the failure to do so would not be
reasonably likely to have a Material Adverse Effect and except where its failure
to do so is being contested in good faith and by proper proceedings.

6.   Negative Covenants

     6.1 The Company will not, and will not permit any subsidiary thereof to,
(a) merge with or into or consolidate with any other person, permit any other
person to merge or consolidate with or into it, or (b) sell all or substantially
all of its property to any other person; provided, however, that the foregoing
restriction does not apply to the merger or consolidation of the Company with
another corporation or transfer of all or substantially all of the property of
the Company to any other person if: (i) the corporation that results from such
merger or consolidation or to which all or substantially all of the property of
the Company is transferred (the "Surviving Corporation") (x) is organized under
the laws of, and conducts substantially all of its business and has
substantially all of its properties within, the United States of America or any
jurisdiction or jurisdictions thereof and (y) has shareholders' equity
immediately after such transaction that is equal to or greater than the
shareholders' equity of the Company immediately prior to such transaction; (ii)
the due and punctual payment of the principal of, and interest on this Note,
according to their tenor, and the due and punctual performance and observance of
all the covenants in this Note, to be performed or observed by the Company, are
expressly assumed pursuant to such assumption agreements and instruments in such
forms as shall be approved reasonably by the Holder, or assumed by operation of
law, by the Surviving Corporation; and (iii) immediately prior to, and
immediately after the consummation of the transaction, and after giving effect
thereto, no Default or Event of Default exists or would exist. Notwithstanding
the foregoing, a subsidiary of the Company may merge into the Company so long as
the Company is the Surviving Corporation, and a subsidiary of the Company, may
merge with or into a wholly-owned subsidiary of the Company, so long as such
wholly-owned subsidiary is the Surviving Corporation. Notwithstanding anything
contained herein to the contrary, the Company may (i) sell all or substantially
all of its property to, or enter into a merger transaction with, any other
person if such sale or merger follows and is the result of an acceleration of
the Senior Debt and the transaction has been approved by the Senior Agent and
the banks which are parties to the Senior Credit Agreement.

     6.2 The Company will not, and will not permit any subsidiary of the Company
to, sell, lease as lessor, transfer or otherwise dispose of its property
(collectively, "Transfers"), except:

          (A) Transfers of inventory and of unnecessary, obsolete or worn-out
     assets, in each case in the ordinary course of business of the Company or
     such subsidiary;

          (B) Transfers from a subsidiary of the Company to the Company or a
     wholly-owned subsidiary of the Company, or from the Company to a
     wholly-owned subsidiary of the Company provided such subsidiary issues a
     guaranty of the Company's obligations under this Note consistent with the
     provisions of Section 5.11;

          (C) any other Transfer at any time of any property to a person for
     such consideration as determined, in each case by the Board of Directors,
     in its good faith opinion, to be in the best interest of the Company and to
     reflect the fair market value of such property if the conditions specified
     in each of the following clauses (A) and (B) would be satisfied with
     respect to such Transfer: (A) the sum of: (1) the book value of such
     property at the time of Transfer; plus (2) the aggregate book value of all
     other property Transferred (other than in transactions described in clauses
     (A) and (B) above), after the Issue Date, would not exceed 25% of
     consolidated total assets of the Company and its subsidiaries (determined
     in accordance with GAAP) measured as of the last day of the immediately
     preceding fiscal quarter of the Company; and (B) immediately before and
     after the consummation of the


                                      -16-
<PAGE>

     Transfer, and after giving effect thereto, no Default or Event of Default
     would exist;

          (D) any other Transfer of property to the extent that the proceeds of
     such Transfer, net of transaction costs and expenses incurred and actually
     paid in connection with such Transfer (including sales, transfer or gains
     taxes), within 365 days after such Transfer are applied by the Company or
     such subsidiary (A) to fund its working capital and capital expenditure or
     acquisitions requirements, and/or (B) to pay or prepay a principal amount
     of Debt of the Company or any subsidiary thereof (other than Junior
     Subordinated Debt) equal to the amount of such net proceeds; and, in
     connection with any such payment, the Company shall pay all accrued
     interest thereon and any premium or make-whole amount required to be paid
     in connection therewith; provided, however, that in the event that any Debt
     so prepaid is not Senior Debt, then the Company shall prepay, together with
     such prepayment of such other Debt, a proportional and ratable principal
     amount of this Note pursuant to Section 1.6.;

          (E) any Transfers pursuant to the Acquisition Obligations; and

          (F) any other Transfer permitted to be made by the Company or any of
     its subsidiaries consistent with the terms of the Senior Credit Agreement
     as in effect on the Issue Date.

          6.3 The Company will not, and will not permit any subsidiary to,
     directly or indirectly, create, incur, assume, guarantee, or otherwise
     become directly or indirectly liable with respect to, any Debt, other than:

          (A) this Note;

          (B) Debt owing by the Company to any wholly-owned subsidiary of the
     Company and Debt of a subsidiary of the Company owing to the Company or a
     wholly-owned subsidiary of the Company;

          (C) Debt existing or incurred on the Issue Date and listed on Schedule
     6.3 (including Debt under the Senior Credit Agreement);

          (D) Debt incurred under the Senior Credit Facility from time to time
     following the Issue Date;

          (E) Debt incurred or created to refinance any of the Debt permitted by
     clauses (C) and (D) of this Section 6.3;

          (F) Debt (other than this Note) owing by the Company or a subsidiary
     thereof to Norton Herrick, Evan Herrick, Michael Herrick and/or Howard
     Herrick (together, the "Herricks") and/or any of their family members or
     respective Affiliates;

          (G) Debt incurred by the Company or a subsidiary thereof to finance
     the payment of the Change in Control Purchase Price of this Note;

          (H) Debt, in addition to the Debt permitted to be incurred by the
     clauses (A) through (I) of this Section 6.3, in the principal amount at any
     time outstanding not to exceed $20,000,000;

          (I) Any Guaranties made or issued by the Company of Debt permitted to
     be incurred by any of its subsidiaries pursuant to clauses (E), (F), (G),
     and (H) above and


                                      -17-
<PAGE>

     clauses (J) and (K) below and Guaranties made or issued by subsidiaries of
     the Company of Debt permitted to be incurred by the Company pursuant to
     clauses (C), (D), (E), (F), (G) and (H) above and clauses (J) and (K)
     below; and

          (J) Up to $500,000 of additional Debt on the same terms as the
     $2,500,000 Convertible Senior Promissory Note Due September 30, 2002 issued
     to Huntingdon Corporation on the date hereof; and

          (K) Any other Debt permitted to be incurred by the Company or any of
     its subsidiaries consistent with the terms of the Senior Credit Agreement
     as in effect on the Issue Date.

     6.4 Except for Debt listed on Schedule 6.3, the Company will not, and will
not permit any subsidiary thereof to, incur, assume or Guaranty any Debt which
is subordinated in right of payment to any other Debt of the Company or any
subsidiary thereof, unless such Debt is also subordinated in right of payment to
the obligations of the Company in respect of this Note on terms reasonably
acceptable to the Holder. Except for Debt listed on Schedule 6.3 and permitted
by Section 6.3(K) hereof, the Company will not, and will not permit any
subsidiary thereof to, incur or create any Debt in favor of an Affiliate or
another subsidiary (other than Debt in favor of the Company or a wholly-owned
subsidiary thereof which is a guarantor of Debt under the Senior Credit
Facility) unless such Debt is also subordinated in right of payment to the
obligations of the Company in respect of this Note on terms reasonably
acceptable to the Holders.

     6.5 The Company will not, and will not permit any subsidiary thereof to,
engage in any business if, as a result, the general nature of the business in
which the Company and its subsidiaries, taken as a whole, would then be engaged
would be substantially changed from the general nature of the business in which
the Company and the Subsidiaries, taken as a whole, are engaged on the Issue
Date.

7.   Events of Default

     7.1 An "Event of Default" exists at any time if any of the following occurs
(whether such occurrence shall be voluntary or come about or be effected by
operation of law or otherwise):

          (a) The Company defaults in the payment of the principal of this Note
     when due (whether at the Maturity Date or any Prepayment Date) or in the
     payment of the Change in Control Purchase Price when due or defaults in the
     payment of any accrued interest on this Note when due and such default
     continues for a period of 30 business days after the date such interest
     became due;

          (b) The Company or any subsidiary thereof defaults in the performance
     or observance of any of the covenants contained in Section 5.2(d) or
     Section 6 hereof or defaults in the performance or observance of any of the
     covenants contained in Sections 5.2(e), 5.3, 5.4 (e) or 5.10 hereof and
     such default remains uncured for more than 30 days;

          (c) The Company or any subsidiary thereof defaults in the performance
     of any covenants contained in this Note, and such default remains uncured,
     after notice and an opportunity to cure, for more than 60 days;

          (d) Any warranty, representation or other statement by or on behalf of
     the Company contained in this Note or in any certificate, financial
     statement, report or notice furnished after the date hereof to Holder
     pursuant to the terms of this Note, or in any written amendment,
     supplement, modification or waiver with respect to any such document shall
     be false or misleading in any material respect when made;

          (e) Either (i) the Company or any subsidiary thereof fails to pay when
     due and


                                      -18-
<PAGE>

     within any applicable period of grace, any principal of, premium, if any,
     or interest in respect of any Debt for borrowed money of the Company or
     such subsidiary in the aggregate principal amount of $2 million; or (ii)
     any event shall occur or any condition shall exist in respect of such Debt,
     or under any agreement securing or relating to such Debt, and in either
     case, as a result thereof: (A) the maturity of such Debt, or a material
     portion thereof, is accelerated, or (B) any one or more of the holders
     thereof or a trustee therefor is permitted to require the Company or such
     subsidiary to repurchase such Debt from the holders thereof, and any such
     trustee or holder exercises such option; or (C) any such one or more of
     such holders or such trustee declares an acceleration of the maturity of
     such Debt;

          (f) a receiver, liquidator, custodian or trustee of the Company or any
     subsidiary thereof or of all or any substantial part of the property of
     either is appointed by court order and such order remains in effect for
     more than 60 days; or an order for relief is entered with respect to the
     Company or any such subsidiary, or the Company or any subsidiary thereof is
     adjudicated a bankrupt or insolvent; or all or any substantial part of the
     property of the Company or any subsidiary thereof is sequestered by court
     order and such order remains in effect for more than 60 days; or an
     involuntary case or proceeding is commenced against the Company or any
     subsidiary thereof under the Federal Bankruptcy Code or any other
     bankruptcy reorganization, arrangement, insolvency, readjustment of debt,
     dissolution or liquidation law of any jurisdiction, whether now or
     hereafter in effect, and is not dismissed within 60 days after such filing;

          (g) The Company or any subsidiary thereof: (i) commences a voluntary
     case or proceeding or seeks relief under any provision of the Federal
     Bankruptcy Code or any other bankruptcy, reorganization, arrangement,
     insolvency, readjustment of debt, dissolution or liquidation law of any
     jurisdiction, whether now or hereafter in effect, or consents to the filing
     of any petition against it under any such law; or (ii) makes an assignment
     for the benefit of creditors, or admits in writing its inability or fails,
     to pay its debts generally as they become due, or consents to the
     appointment of a receiver, liquidator or trustee of the Company or a
     subsidiary thereof or of all or a substantial part of its property; or

          (h) A final, non-appealable judgment or final, non-appealable
     judgments for the payment of money aggregating in excess of $2.0 million
     (in excess of any insurance relating to such judgments or judgments or any
     claim or claims underlying such judgment or judgments and the relevant
     insurer or insurers shall not have denied liability under such insurance or
     rejected any claims made with respect thereto) is or are outstanding
     against one or more of the Company and its subsidiaries and any one of such
     judgments shall have been outstanding for more than 60 days from the date
     of its entry and shall not have been discharged in full or stayed; or

          (i) The Note shall cease to be in full force and effect or shall be
     declared by a court of competent jurisdiction to be void, voidable or
     unenforceable, or the validity or enforceability of the Note shall be
     contested by the Company or any Affiliate, or the Company or any Affiliate
     shall deny that the Company has any further liability or obligation under
     the Note.

     7.2 Default Remedies

          (a) If any Event of Default specified in Section 7.1(f) or (g) shall
     exist, the principal amount of this Note at the time outstanding, together
     with interest accrued and unpaid thereon, shall automatically immediately
     become due and payable, without presentment, demand, protest or notice of
     any kind, all of which are hereby expressly waived.

          (b) Subject to Section 3.6 and Section 3.7, if any Event of Default,
     other than those specified in Section 7.1(a), shall exist, the Holder may
     exercise any right, power or Remedy permitted to such Holder by law, and
     shall have in particular, without limiting the generality of the foregoing,
     the right


                                      -19-
<PAGE>

     to declare the entire principal of, and all interest accrued and unpaid on,
     this Note then outstanding to be, and this Note shall thereupon become,
     forthwith due and payable, without any presentment, demand, protest or
     other notice of any kind, all of which are hereby expressly waived, and the
     Company shall forthwith pay to the Holder such principal and interest.

          (c) Subject to Sections 3.6 and 3.7, during the continuance of an
     Event of Default described in Section 7.1(a) and irrespective of whether
     the Note shall have become due and payable pursuant to Section 7.2(b), the
     Holder may, at the Holder's option, by notice in writing to the Company,
     declare the principal amount of this Note at the time outstanding, and
     accrued and unpaid interest thereon, to be, and the same shall thereupon
     become, forthwith due and payable, without any presentment, demand, protest
     or other notice of any kind, all of which are hereby expressly waived, and
     the Company shall forthwith pay to the Holder such principal and interest.

          (d) During the continuance of an Event or Default and irrespective of
     whether this Note shall become due and payable pursuant to Section 7.2(a),
     (b) or (c) and irrespective of whether the Holder shall otherwise have
     pursued or be pursuing any other rights or Remedies, subject to Section 3.6
     and Section 3.7, the Holder may proceed to protect and enforce its rights
     under this Note by exercising such Remedies as are available to such holder
     in respect thereof under applicable law, either by suit in equity or by
     action at law, or both, whether for specific performance of any agreement
     contained herein or in aid of the exercise of any power granted herein.

          (e) No course of dealing on the part of the Holder nor any delay or
     failure on the part of the Holder to exercise any right shall operate as a
     waiver of such right or otherwise prejudice the Holder's rights, powers and
     Remedies. All rights and Remedies of the Holder hereunder and under
     applicable law are cumulative to, and not exclusive of, any other rights or
     Remedies the Holder would otherwise have.

          (f) The rights of the Holder to receive payments in respect of this
     Note, and to exercise any Remedies, solely as between the Holder and the
     holders of the Senior Debt, shall be subject in all respects to the
     provisions of Section 3; provided, however, that all such rights shall
     remain unconditional and absolute as between the Holder and the Company.

     7.3 If a declaration is made pursuant to Section 7.2(b) arising solely out
of an Event of Default described in Section 7.1(e) regarding the Senior Debt,
then and in every such case, if the holders of the Senior Debt waive such
default in respect of the Senior Debt or such default is cured, and the holders
of the Senior Debt rescind or annul any and all accelerations of the maturity of
all or any portion of the Senior Debt and any required or demanded repurchase of
all or any portion thereof, then, upon written notice to the Holder of such
events with respect to the Senior Debt, any declaration made pursuant to Section
7.2(b) and the consequences thereof, shall automatically and without any further
action on the part of the Holder, be annulled and rescinded; provided, however,
that at the time such declaration is deemed annulled and rescinded: (i) no
judgment or decree shall have been entered for the payment of any moneys due on
or pursuant to this Note; and (ii) no other Default or Event of Default shall be
continuing; provided further that no such rescission and annulment shall extend
to or affect any subsequent Default or Event of Default or impair any right
consequent thereon.

8.   Interpretation of this Note

     8.1 As used herein, the following terms have the respective meanings set
forth below or set forth in the Section hereof following such term:

          "Affiliate" means and includes with respect to any person, at any
     time, each other person (other than, with respect to the Company, a
     subsidiary of the Company): (a) that directly or indirectly through one or
     more intermediaries controls, or is controlled by, or is under common
     control with, such


                                      -20-
<PAGE>

     person; (b) that beneficially owns or holds five percent or more of any
     class of the Voting Stock of such person; (c) five percent or more of the
     Voting Stock (or if such other person is not a corporation, five percent or
     more of the equity interest) of which is beneficially owned or held by such
     person; or (d) that is an officer or director of or holds a position of
     comparable authority with such person; at such time; provided, however,
     that no person holding this Note shall be deemed to be an "Affiliate" of
     the Company solely by virtue of the ownership of such securities. As used
     in this definition: "control" means the possession, directly or indirectly,
     of the power to direct or cause the direction of the management and
     policies of a person, whether through the ownership of voting securities,
     by contract or otherwise.

          "Applicable Interest Law" means any present or future law (including,
     without limitation, the laws of the State of New York and the United States
     of America) which has application to the interest and other charges
     pursuant to this Note.

          "Board of Directors" means, at any time, the board of directors of the
     Company or any committee thereof that, in the instance, shall have the
     lawful power to exercise the power and authority of such board of
     directors.

          "Capital Lease" means, at any time, a lease of any property with
     respect to which the lessee is required to recognize the acquisition of an
     asset and the incurrence of a liability in accordance with GAAP.

          "Cash Equivalents" means, for all purposes of Section 3 hereof,
     equivalents of cash that are acceptable to the Senior Agent in its
     reasonable business judgment.

          "Change in Control" means, at any time, an occurrence or event or
     failure of an event to occur, as a result of which a person or group of
     related persons (other than the Herricks, an Affiliate of any of the
     Herricks, or any trust for the benefit of any of the Herricks) acquires
     more than 50% of the Voting Stock of the Company.

          "Debt" with respect to any person, means, without duplication, the
     liabilities of such person with respect to: (a) borrowed money; (b) the
     deferred purchase price of property acquired by such person (excluding
     accounts payable and accrued expenses arising in the ordinary course of
     business, but including all liabilities created or arising under any
     conditional sale or other title retention agreement with respect to any
     such property); (c) borrowed money secured by any Lien existing on property
     owned by such person (whether or not such liabilities have been assumed);
     (d) Capital Leases of such person; (e) letters of credit, bankers
     acceptances or similar instruments serving a similar function issued or
     accepted by banks and other financial institutions for the account of such
     person (whether or not representing obligations for borrowed money), other
     than undrawn trade letters of credit in the ordinary course of business;
     (f) Swaps of such person; and (g) any Guaranty of such person of any
     obligation or liability of another person of obligations of the type listed
     in clause (a) through clause (f) of this definition of Debt; provided that,
     with respect to the Company, Debt shall not include any unfunded
     obligations which may now or hereafter exist with respect to Company's
     Plans. As used in this definition, "Swaps" means, with respect to any
     person, obligations with respect to interest rate swaps and currency swaps
     and similar obligations obligating such person to make payments, whether
     periodically or upon the happening of a contingency, except that if any
     agreement relating to such obligation provides for the netting of amounts
     payable by and to such person thereunder or if any such agreement provides
     for the simultaneous payment of amounts by and to such person, then in each
     such case, the amount of such obligations shall be the net amount thereof.
     The aggregate net obligation of Swaps at any time shall be the aggregate
     amount of the obligations of such person under all Swaps assuming all such
     Swaps had been terminated by such person as of the end of the then most
     recently ended fiscal quarter of such person. If such net aggregate
     obligation shall be an amount owing to such person, then the amount shall
     be deemed to be zero. Unless the context otherwise requires, "Debt" means
     Debt of the Company or of a subsidiary of the Company.


                                      -21-
<PAGE>

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

          "Environmental Law" means any law, statute or regulation enacted by
     any governmental authority in connection with or relating to the protection
     or regulation of the environment, including, without limitation, those
     laws, statutes and regulations regulating the disposal, removal,
     production, storing, refining, handling, transferring, processing or
     transporting of Hazardous Materials and any applicable orders, decrees or
     judgments issued by any court of competent jurisdiction in connection with
     any of the foregoing.

          "Environmental Permit" means any permit, approval, identification
     number or other authorization required by any Environmental Law.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
     amended from time to time.

          "ERISA Affiliate" means any trade or business (whether or not
     incorporated) that is treated as a single employer together with the
     Company under Section 414 of the IRC.

          "GAAP" means accounting principles as promulgated from time to time in
     statements, opinions and pronouncements by the American Institute of
     Certified Public Accountants and the Financial Accounting Standards Board
     and in such statements, opinions and pronouncements of such other entities
     with respect to financial accounting of for-profit entities as shall be
     accepted by a substantial segment of the accounting profession in the
     United States.

          "Guaranty" means with respect to any person (for the purposes of this
     definition, the "Guarantor") any obligation (except the endorsement in the
     ordinary course of business of negotiable instruments for deposit or
     collection) of such person guaranteeing or in effect guaranteeing any
     indebtedness, dividend or other obligation of any other person (the
     "Primary Obligor") in any manner, whether directly or indirectly,
     including, without limitation, obligations incurred through an agreement,
     contingent or otherwise, by the Guarantor: (a) to purchase such
     indebtedness or obligation or any property constituting security therefor;
     (b) to advance or supply funds (i) for the purchase or payment of such
     indebtedness, dividend or obligation; or (ii) to maintain working capital
     or other balance sheet condition or any income statement condition of the
     Primary Obligor or otherwise to advance or make available funds for the
     purchase or payment of such indebtedness, dividend or obligation; (c) to
     lease property or to purchase securities or other property or services
     primarily for the purpose of assuring the owner of such indebtedness or
     obligation of the ability of the Primary Obligor to make payment of the
     indebtedness or obligation; or (d) otherwise to assure the owner of the
     indebtedness or obligation of the Primary Obligor against loss in respect
     thereof.

          "Hazardous Material" means all or any of the following: (a) substances
     that are defined or listed in, or otherwise classified pursuant to, any
     applicable Environmental Laws as "hazardous substances", "hazardous
     materials", "hazardous wastes", "toxic substances" or any other formulation
     intended to define, list or classify substances by reason of deleterious
     properties such as ignitability, corrosivity, reactivity, carcinogenicity,
     reproductive toxicity, "TLCP toxicity" or "EP toxicity"; (b) oil, petroleum
     or petroleum derived substances, natural gas, natural gas liquids or
     synthetic gas and drilling fluids, produced waters and other wastes
     associated with the exploration, development or production of crude oil,
     natural gas or geothermal resources; (c) any flammable substances or
     explosives or any radioactive materials; (d) asbestos or urea formaldehyde
     in any form; and (e) dielectric fluid containing levels of polychlorinated
     biphenyls in excess of fifty parts per million.

          "IRC" means the Internal Revenue Code of 1986, together with all rules
     and regulations promulgated pursuant thereto, as amended from time to time.


                                      -22-
<PAGE>

          "Issue Date" means May 14, 2001.

          "Lien" means any interest in property securing an obligation owed to,
     or a claim by, a person other than the owner of such property (for purposes
     of this definition, the "Owner"), whether such interest is based on the
     common law, statute or contract, and includes but is not limited to: (a)
     the security interest lien arising from a mortgage, encumbrance, pledge,
     conditional sale or trust receipt or a lease, consignment or bailment for
     security purposes, and the filing of any financing statement under the
     Uniform Commercial Code of any jurisdiction, or an agreement to give any of
     the foregoing; (b) reservations, exceptions, encroachments, easements,
     rights-of-way, covenants, conditions, restrictions, leases and other title
     exceptions and encumbrances affecting real property; and (c) any interest
     in any property held by the owner evidenced by a conditional sale
     agreement, Capital Lease or other arrangement pursuant to which title to
     such property has been retained by or vested in some other person for
     security purposes. The term "Lien" does not include negative pledge clauses
     in loan agreements and equal and ratable security clauses in loan
     agreements.

          "Material Adverse Effect" means, with respect to any event or
     circumstance (either individually or in the aggregate with all other events
     and circumstances), an effect caused thereby or resulting therefrom that
     would be materially adverse as to, or in respect of: (a) the business,
     operations, profits, financial condition or properties of the Company and
     its subsidiaries, taken as a whole; (b) the ability of the Company to
     perform its obligations under this Note; or (c) the validity or
     enforceability of this Note.

          "Note" means this $500,000 principal amount 9% Convertible Senior
     Subordinated Note due December 31, 2004 issued by the Company, as the same
     may be amended, modified, supplemented, refunded, refinanced or extended
     from time to time.

          "Plan" means an "employee benefit plan" (as defined in section 3(3) of
     ERISA) that is or, within the preceding five years, has been established or
     maintained, or to which contributions are or, within the preceding five
     years, have been made or required to be made, by the Company or any ERISA
     Affiliate or with respect to which the Company or any ERISA Affiliate may
     have any liability.

          "Voting Stock" means with respect to any corporation, any shares of
     stock of such corporation whose holders are entitled under ordinary
     circumstances to vote for the election of directors of such corporation
     (irrespective of whether at the time any stock of any other class or
     classes shall have or might have voting power by reason of the happening of
     any contingency), and, in the case of the Company, shall include the Common
     Stock. Except as otherwise provided, references herein to "Voting Stock"
     shall mean Voting Stock of the Company.

     8.2

          (a) Whenever accounting amounts of a group of persons are to be
     determined "on a consolidated basis" it shall mean that, as to balance
     sheet amounts to be determined as of a specific time, the amount that would
     appear on a consolidated balance sheet of such persons prepared as of such
     time, and as to income statement amounts to be determined for a specific
     period, the amount that would appear on a consolidated income statement of
     such persons prepared in respect of such period, in each case with all
     transactions among such persons eliminated, and prepared in accordance with
     GAAP except as otherwise required hereby.

          (b) Where any provision herein refers to action to be taken by any
     person, or which such person is prohibited from taking, such provision
     shall be applicable whether such action is taken directly or indirectly by
     such person, including actions taken by or on behalf of any partnership in
     which such person is a general partner.


                                      -23-
<PAGE>

          (c) The titles of the Sections of this Note appear as a matter of
     convenience only, do not constitute a part hereof and shall not affect the
     construction hereof. The words "herein," "hereof," "hereunder" and "hereto"
     refer to this Note as a whole and not to any particular Section or other
     subdivision. References to Annexes and Sections are, unless otherwise
     specified, references to Sections of this Note. References to Annexes and
     Schedules are, unless otherwise specified, references to Schedules attached
     to this Note.

          (d) Each covenant contained herein shall be construed (absent an
     express contrary provision herein) as being independent of each other
     covenant contained herein, and compliance with any one covenant shall not
     (absent such an express contrary provision) be deemed to excuse compliance
     with one or more other covenants.

     8.3 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO ANY CHOICE
OF LAW RULES WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER
JURISDICTION. IN ADDITION, THE PARTIES HERETO SELECT, TO THE EXTENT THEY MAY
LAWFULLY DO SO, THE INTERNAL LAWS OF THE STATE OF FLORIDA AS THE APPLICABLE
INTEREST LAW.

9.   Miscellaneous

     9.1 All communications under this Note shall be in writing and shall be
delivered either by nationwide overnight courier or by facsimile transmission
(confirmed by delivery by nationwide overnight courier sent on the day of the
sending of such facsimile transmission). Communications to the Company shall be
addressed as set forth on Annex 1, or at such other address of which the Company
shall have notified the Holder. Communications to the Holder shall be addressed
as set forth on Annex 1, or at such other address of which such Holder shall
have notified the Company (and the Company shall record such address in the
register for the registration and transfer of this Note). Any communication
addressed and delivered as herein provided shall be deemed to be received when
actually delivered to the address of the addressee (whether or not delivery is
accepted) or received by the telecopy machine of the recipient. Any
communication not so addressed and delivered shall be ineffective.
Notwithstanding the foregoing provisions of this Section 9.1, service of process
in any suit, action or proceeding arising out of or relating to this Note or any
transaction contemplated hereby, or any action or proceeding to execute or
otherwise enforce any judgment in respect of any breach hereunder or under any
document hereby, shall be delivered in the manner provided in Section 9.6(c).

     9.2 All warranties, representations, statements of fact, certifications and
covenants contained in this Note or in any certificate, financial statement,
report or notice delivered or provided hereunder shall be considered to have
been relied upon by the other party hereto and shall survive the delivery to
such party regardless of any investigation made by or on behalf of any party
hereto. All statements in any certificate, delivered pursuant to the terms
hereof shall constitute warranties and representations hereunder. All
obligations hereunder (other than payment of this Note, but including, without
limitation, reimbursement obligations in respect of costs, expenses and fees)
shall survive the payment of this Note and the termination hereof. Subject to
the preceding, this Note embodies the entire agreement and understanding between
the Company and the Holder, and supersedes all prior agreements and
understandings, relating to the subject matter hereof.

     9.3 The provisions hereof are intended to be for the benefit of the Holder,
from time to time, of this Note, and shall be enforceable by any such Holder
whether or not an express assignment to such Holder of rights hereunder shall
have been made by the payee or his successors or assigns. In the event that the
payee named herein transfers or assigns less than all of this Note, the term
"Holder" as used herein shall be deemed to refer to the assignor and assignee or
assignees hereof, collectively, and any action permitted to be taken by the
Holder hereunder shall be taken only upon the consent or approval of


                                      -24-
<PAGE>

persons comprising the Holder that own that percentage interest in the principal
amount of this Note as shall be designated by the payee named herein at the time
of such assignment. Anything contained in this Section 9.3 notwithstanding, the
Company may not assign any of its respective rights, duties or obligations
hereunder other without the prior written consent of the Holder. For purposes of
the avoidance of doubt, the Holder of this Note shall be permitted to pledge or
otherwise grant a lien in and to this Note; provided, however, that any such
pledgee or holder of a Lien shall not be considered a Holder hereunder until it
shall have foreclosed upon this Note in accordance with applicable law and
informed the Company, in writing, of the same.

     9.4 This Note may be amended, and the observance of any term hereof may be
waived, with (and only with) the written consent of the Company and the Holder,
provided, however, that without the written consent of the holders of Senior
Debt, no amendment, supplement or modification of the provisions of Section 3,
or any defined term to the extent used therein, shall be effective as to any
holder of Senior Debt who has not consented to such amendment, supplement or
modification.

     Any amendment or waiver consented to as provided in this Section 9.4 shall
be binding upon the then current Holder and upon each future holder of this Note
and upon the Company whether or not this Note shall have been marked to indicate
such amendment or waiver. No such amendment or waiver shall extend to or affect
any obligation, covenant, agreement, Default or Event of Default not expressly
amended or waived or impair any right consequent thereon.

     9.5 The Company shall pay when billed the reasonable costs and expenses
(including reasonable attorneys' fees) incurred by the Holder in connection with
the consideration, negotiation, preparation or execution of any amendments,
waivers, consents, standstill agreements and other similar agreements with
respect to this Note (whether or not any such amendments, waivers, consents,
standstill agreements or other similar agreements are executed).

     9.6 At any time when the Company and the Holder are conducting
restructuring or workout negotiations in respect hereof, or a Default or Event
of Default exists, the Company shall pay when billed the reasonable costs and
expenses (including reasonable attorneys' fees and the fees of professional
advisors) incurred by the Holder in connection with the assessment, analysis or
enforcement of any rights or remedies that are or may be available to the
Holder.

     9.7 If the Company shall fail to pay when due any principal of, or interest
on, this Note, the Company shall pay to the Holder, to the extent permitted by
law, such amounts as shall be sufficient to cover the costs and expenses,
including but not limited to reasonable attorneys' fees, incurred by the Holder
in collecting any sums due on this Note.

     9.8 THE PARTIES HERETO VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT ANY OF
THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS NOTE OR TRANSACTIONS CONTEMPLATED HEREBY.

     9.9 ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE
OR TRANSACTIONS CONTEMPLATED HEREBY OR ANY ACTION OR PROCEEDING TO EXECUTE OR
OTHERWISE ENFORCE ANY JUDGMENT IN RESPECT OF ANY BREACH UNDER THIS NOTE MAY BE
BROUGHT BY SUCH PARTY IN ANY FEDERAL DISTRICT COURT LOCATED IN NEW YORK COUNTY,
NEW YORK, OR ANY NEW YORK STATE COURT LOCATED IN NEW YORK COUNTY, NEW YORK AS
SUCH PARTY MAY IN ITS SOLE DISCRETION ELECT, AND BY THE EXECUTION AND DELIVERY
OF THIS NOTE, THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE
NON-EXCLUSIVE IN PERSONAM JURISDICTION OF EACH SUCH COURT, AND EACH OF THE
PARTIES HERETO IRREVOCABLY WAIVES


                                      -25-
<PAGE>

AND AGREES NOT TO ASSERT IN ANY PROCEEDING BEFORE ANY TRIBUNAL, BY WAY OF
MOTION, AS A DEFENSE OR OTHERWISE, ANY CLAIM THAT IT IS NOT SUBJECT TO THE IN
PERSONAM JURISDICTION OF ANY SUCH COURT. IN ADDITION, EACH OF THE PARTIES HERETO
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR TRANSACTION CONTEMPLATED
HEREBY BROUGHT IN ANY SUCH COURT, AND HEREBY IRREVOCABLY WAIVES ANY CLAIM THAT
ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.

     9.10 EACH PARTY HERETO IRREVOCABLY AGREES THAT PROCESS PERSONALLY SERVED OR
SERVED BY U.S. EXPRESS, REGISTERED OR CERTIFIED MAIL OR BY NATIONWIDE OVERNIGHT
COMMERCIAL COURIER OR DELIVERY SERVICE AT THE ADDRESSES PROVIDED HEREIN FOR
NOTICES SHALL CONSTITUTE, TO THE EXTENT PERMITTED BY LAW, ADEQUATE SERVICE OF
PROCESS IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
NOTE OR TRANSACTION CONTEMPLATED HEREBY, OR ANY ACTION OR PROCEEDING TO EXECUTE
OR OTHERWISE ENFORCE ANY JUDGMENT IN RESPECT OF ANY BREACH HEREUNDER. RECEIPT OF
PROCESS SO SERVED SHALL BE CONCLUSIVELY PRESUMED AS EVIDENCED BY A DELIVERY
RECEIPT FURNISHED BY THE UNITED STATES POSTAL SERVICE OR ANY COMMERCIAL DELIVERY
SERVICE.

     9.11 NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF ANY
HOLDER OF THIS NOTE TO SERVE ANY WRITS, PROCESS OR SUMMONSES IN ANY MANNER
PERMITTED BY APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER THE COMPANY IN SUCH
OTHER JURISDICTION, AND IN SUCH OTHER MANNER, AS MAY BE PERMITTED BY APPLICABLE
LAW.

     IN WITNESS WHEREOF, the Company has caused this Promissory Note to be duly
executed and delivered by one of its duly authorized officers or
representatives.



                                    MEDIABAY, INC.


                                    By:/s/ John Levy
                                       ------------------------------------
                                       Name:  John Levy
                                       Title: Executive Vice President and
                                               Chief Financial Officer


                                      -26-
<PAGE>

                                     Annex I


1.   Holder's Payment Instructions

            Citibank
            153 E. 53rd Street
            New York, N.Y. 10043
            ABA #021000089
            Credit: Evan Herrick
            Account: 37045501

2.   Addresses for Notices

     (a)  If to the Company, to:

                       MediaBay, Inc.
                       2 Ridgedale Avenue
                       Cedar Knolls, NJ 07927
                       Attention: Chief Financial Officer
                       Telephone No.: 973-539-9528
                       Facsimile No.: 973-539-1273

                       with a copy to:

                       Blank Rome Tenzer Greenblatt LLP
                       405 Lexington Avenue
                       New York, New York 10174
                       Attention: Robert J. Mittman, Esq.
                       Telephone No.: (212) 885-5555
                       Facsimile No.: (212) 885-5001

     (b)  If to the payee, to:

                       Mr. Evan Herrick
                       North Hartford Realty, Inc.
                       2 Ridgedale Avenue
                       Cedar Knolls, NJ  07927
                       Telephone No. (973) 539-1390
                       Facsimile No. (973) 539-0596



                                      -27-
<PAGE>

                          [FORM OF ELECTION TO CONVERT]

     The undersigned hereby irrevocably elects to exercise its right, pursuant
to the 9% Convertible Senior Subordinated Promissory Note due December 31, 2004
(the "Note") of MediaBay, Inc. (the "Company") in the outstanding principal
amount of $_________, which Note is tendered herewith, to convert $__________ of
the amount outstanding under the Note to __________________ shares of the common
stock of the Company (the "Shares"), all in accordance with the terms of the
Note. The undersigned requests that a Certificate for such Shares be registered
in the name of ______________, whose address is ____________, and that such
Certificate be delivered to ________________, whose address is
_________________, [and that a replacement Note in the principal amount of
$___________, representing the balance of the principal amount outstanding
thereunder after giving effect to this conversion, be issued in the amount of
$_________ and delivered to ___________, whose address is ____________].


Dated:                      Signature: _______________________________________

                            (Signature must conform in all respects to name of
                            holder as specified on the face of the Note.)


                             ___________________________________

                             ___________________________________
                              (Insert Social Security or Other
                                Identifying Number of Holder)



                                      -28-
<PAGE>

                                  Schedule 6.3

1.   Debt incurred under the $1,984,250 principal amount of Convertible Senior
     Subordinated Promissory Notes due December 31 2004 issued to Norton
     Herrick.

2.   Debt incurred under the $4,200,000 principal amount of Convertible Senior
     Subordinated Promissory Notes due December 31, 2004 issued to ABC
     Investment, L.L.C.

3.   Debt incurred under the $2,500,000 Convertible Senior Promissory Note Due
     September 30, 2002 issued to Huntingdon Corporation

4.   Debt incurred under the $800,000 Convertible Senior Subordinated Promissory
     Note Due December 31, 2002 issued to Huntingdon Corporation


                                      -29-