<PAGE>



                                  [LOGO] CHASE


                           GRID TIME PROMISSORY NOTE

                                                              New York, New York
                                                                  August 2, 1999


         For value received, Girgenti, Hughes, Butler & McDowell, Inc. (the
"undersigned" or the "Borrower") unconditionally (and if more than one, jointly
and severally) promises to pay to the order of THE CHASE MANHATTAN BANK ("Chase"
or "Bank"), at its office located at 52 Broadway, 6th Floor, New York, New York
10004, or to such other address as Chase may notify the undersigned, the sum of
Five Million and No/100 Dollars ($5,000,000.00) or such unpaid principal amount
of each Loan made to the undersigned by Chase and outstanding under this Note,
on the maturity date(s) as shown on the attached schedule or any continuation of
the schedule.

         This Note includes any Schedule or Rider attached hereto.

         Definitions. As used in this Note:

         "Banking Day" means any day on which commercial banks are not
authorized or required to close in New York and whenever such day relates to a
LIBOR Based Rate Loan or notice with respect to any LIBOR Based Rate Loan, a day
on which dealings in U.S. dollar deposits are also carried out in the London
interbank market.

         "Interest Period" means, with respect to LIBOR Based Rate Loans, the
period as the Bank may offer and as the Borrower may select, commencing on the
date of the Loan and ending on the numerically corresponding day in the first,
second, third, sixth or twelfth calendar month thereafter, as Borrower may
select, provided that each such Interest Period which commences on the last
Banking Day of a calendar month (or on any day for which there is no numerically
corresponding day in the appropriate subsequent calendar month) shall end on the
last Banking Day of the appropriate calendar month. In no event shall an
Interest Period have a duration of less than one month or exceed any applicable
Maturity Date contained in the Note. Notwithstanding the foregoing, each
Interest Period which would otherwise end on a day which is not a Banking Day
shall end on the next succeeding Banking Day.

         "LIBOR Rate" means, with respect to any Borrowing for any Interest
Period, the rate appearing on Page 3750 of the Telerate Service (or on any
successor or substitute page of such Service, or any successor to or substitute
for such Service, providing rate quotations comparable to those currently
provided on such page of such Service, as determined by Chase from time to time
for purposes of providing quotations of interest rates applicable to dollar
deposits in the London interbank market) at approximately 11:00 a.m., London
time, two Banking Days prior to the commencement of such Interest Period, as the
rate for dollar deposits with a maturity comparable to such Interest Period. In
the event that such rate is not available at such time for any reason, then the
"LIBOR Rate" with respect to such Borrowing for such Interest Period shall be
the rate at which dollar deposits of $5,000,000 and for a maturity comparable to
such Interest Period are offered by the principal London office of Chase in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Banking Days prior to the commencement of such
Interest Period.

         "LIBOR Based Rate" means the LIBOR Rate plus the percentage referenced
below.

         "Loans" means the Loans made under this Note.

         "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations, prospects or condition, financial or otherwise, of
the Borrower taken as a whole, (b) the ability of the Borrower to perform any of
its obligations under this Note or (c) the rights of or benefits available to
Chase under this Note.

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         "Prepayment Date" means the date on which a Loan is prepaid prior to
the end of an Interest Period.

         "Prime Rate Loan" means a Loan when and to the extent that the interest
rate therefor is determined by reference to the Prime Rate.

         Maturity Date(s). Each Loan shall mature on the last day of the
Interest Period therefor, as noted on the Interest Period column on the attached
schedule. As to a Prime Rate Loan, if no Interest Period is noted, then such
Loan is payable on the Maturity Date. In any event, all such Loans shall mature
on June 30, 2000 (the "Maturity Date"), if outstanding on such date.

         Interest. The undersigned promises to pay interest on the unpaid
balance of the principal amount of the Loan from and including the date of the
Loan to but excluding the date the Loan shall be paid in full at the following
applicable rates:

         Prime Rate:           On a Loan for which the Prime Rate option has
                               been selected, a rate of interest per year which
                               shall automatically increase or decrease from
                               time to time so that at all times such rate shall
                               remain equal to that rate of interest from time
                               to time announced by Chase at its head office as
                               its prime commercial lending rate (the "Prime
                               Rate"). Changes in the rate of interest hereunder
                               shall be effective as of and for the entire day
                               on which such change in the Prime Rate becomes
                               effective.

            OR

         LIBOR Based Rate:     On a Loan for which the LIBOR Rate option has
                               been selected, a rate of interest per year for
                               each Interest Period for each Loan under the Note
                               equal to the sum of the LIBOR Rate plus one
                               hundred seventy-five basis points (1.75%). The
                               Borrower shall advise the Bank of its request to
                               have a LIBOR Based Rate quoted at least three
                               Banking Days prior to the commencement of the
                               requested Interest Period. Unless three Banking
                               Days prior to the expiration of an Interest
                               Period, the Borrower requests and the Bank quotes
                               a new LIBOR Based Rate for a subsequent Interest
                               Period on an existing LIBOR Based Rate Loan, such
                               LIBOR Based Rate Loan shall automatically convert
                               to a Prime Rate Loan on the day immediately
                               following the last day of the current Interest
                               Period. The Borrower acknowledges that Chase's
                               ability to quote a LIBOR Based Rate is dependent
                               on factors not wholly within Chase's control and
                               no liability or damages shall accrue as a result
                               of Chase's inability to quote a LIBOR Rate for
                               any reason or no reason whatsoever.

         Interest shall be payable on the first day of each month, in respect of
the corresponding principal. Interest shall be calculated on the basis of a year
of 360 days and payable for the actual number of days elapsed.

         Borrower may renew or convert the interest rate option selected for a
Loan; provided that:

         (a)   Borrower shall give notice of each conversion or renewal as
               provided in the CERTAIN NOTICES provision of this Note;

         (b)   in the event that the LIBOR Based Rate is suspended or otherwise
               not available as set forth in the Increased Cost, Limitation on
               Types of Interest Rates and Change in Legality provisions of this
               Note, the Borrower shall pay to Bank interest on the unpaid
               principal amount of each Loan at the Prime Rate or the Money
               Market Rate Option.

         After the occurrence of an Event of Default set forth below, Chase, at
its option, by written notice to the undersigned may increase the interest rate
on this Note by an additional four percent (4%) per year effective on the date
of such notice.


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         Prepayments. If the Borrower shall prepay any Loan in whole or in part,
under the Note (whether by voluntary payment, acceleration or otherwise) which
bears interest at the LIBOR Based Rate prior to the end of the corresponding
Interest Period, such prepayment shall be accompanied by a prepayment premium
equal to the amount, if any, by which:

         (a)   the product of the LIBOR Based Rate on the Loan multiplied by the
               principal amount of the Loan being prepaid multiplied by a
               fraction, the numerator of which is the remaining days in the
               applicable Interest Period for such Loan and the denominator of
               which is 360; exceeds

         (b)   the product of the LIBOR Rate in effect on the Prepayment Date
               multiplied by the principal amount of the Loan being prepaid
               multiplied by a fraction, the numerator of which is the remaining
               days in the applicable Interest Period for such Loan and the
               denominator of which is 360.

         Anything to the contrary notwithstanding, no prepayment premium will be
payable upon the prepayment of the Loan if, on the Prepayment Date, (b) exceeds
(a).

         Payments. All payments under this Note shall be made in lawful money of
the United States of America and in immediately available funds at Chase's
office specified above. Chase may (but shall not be obligated to) debit the
amount of any payment (principal or interest) under this Note when due to any
deposit account of (any of) the undersigned with Chase. Chase may apply any
money received or collected for payment of this Note to the principal of,
interest on or any other amount payable under, this Note in any order that Chase
may elect.

         Whenever any payment to be made hereunder (including principal and
interest) shall be stated to be due on a day on which Chase's head office is not
open for business, that payment will be due on the next following banking day,
and any extension of time shall in each case be included in the computation of
interest payable on this Note.

         If any payment (principal or interest) shall not be paid when due other
than a payment of the entire principal balance of the Note due upon demand, the
undersigned shall pay a late payment charge equal to five percent (5%) of the
amount of such delinquent payment, provided that the amount of such late payment
charge shall be not less than $25 nor more than $500.

         All partial prepayments shall be applied to the reduction and payment
of principal in the inverse order of maturity.

         Certain Notices. Notice by Borrower to Bank of each Loan request, and
to convert or renew the interest rate for a Loan, shall be irrevocable and shall
be effective on that Banking Day as provided herein only if received by Bank not
later than 11:00 a.m. New York time. In all cases of a request for a new Loan,
renewal of a LIBOR Based Rate Loan, conversion of a Loan to a LIBOR Based Rate
Loan, or conversion of a Loan from a LIBOR Based Rate Loan to a Prime Rate Loan,
such notice shall be given at least three (3) Banking Days prior to the date the
Loan would be made, converted or renewed.

         In the event Borrower is obtaining a Loan, the notice shall specify the
date on which the Loan is to be obtained (which shall be a Banking Day), the
amount of the Loan and the Interest Period therefor. In the event Borrower is
requesting renewal of a LIBOR Based Rate Loan, each notice shall specify the
Loan for which the interest rate option is to be renewed, the date of the
renewal (which shall be a Banking Day) and the interest rate option requested,
and the Interest Period therefor (if applicable). In the event Borrower is
converting to a LIBOR Based Rate Loan, the notice shall specify the Loan for
which the interest rate option is to be converted, the date of the conversion
(which shall be a Banking Day) and the Interest Period therefor.

         Increased Cost. If at any time after the date hereof, the Board of
Governors of the Federal Reserve System or any political subdivision of the
United States of America or any other government, governmental agency or central
bank shall impose or modify any reserve or capital requirement on or in respect
of Loans made


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by or deposits with the Bank or shall impose on the Bank or the Eurodollar
market any other conditions affecting LIBOR Based Rate Loans, and the result of
the foregoing is to increase the cost to (or, in the case of Regulation D, to
impose a cost on) the Bank of making or maintaining any LIBOR Based Rate Loans
or to reduce the amount of any sum receivable by the Bank in respect thereof, by
an amount deemed by the Bank to be material, then, within 30 days after notice
and demand by the Bank, the undersigned shall pay to the Bank such additional
amounts as will compensate the Bank for such increased cost or reduction. Any
such obligation by the undersigned to the Bank shall not be due and owing until
the Bank has delivered written notice to the undersigned. Failure by the Bank to
provide such notice shall not be deemed a waiver of any of its rights hereunder.
A certificate of the Bank claiming compensation hereunder and setting forth the
additional amounts to be paid to it hereunder and the method by which such
amounts were calculated shall be conclusive in the absence of manifest error.

         Indemnity. The undersigned shall indemnify the Bank against any loss or
expense which the Bank may sustain or incur as a consequence of the occurrence
of any Event of Default or any loss or reasonable expense sustained or incurred
in liquidating or employing deposits from third parties acquired to effect or
maintain any LIBOR Based Rate Loans or any part thereof which the Bank may
sustain or incur as a consequence of any default in payment of the principal
amount of the Loan or any part thereof or interest accrued thereon. The Bank
shall provide to the undersigned a statement, supported where applicable by
documentary evidence, explaining the amount of any such loss or expense, which
statement shall be conclusive absent manifest error.

         Limitation on Types of Interest Rates. Anything herein to the contrary
notwithstanding, if Bank determines (which determination shall be conclusive)
that the relevant rates of interest which are the basis of the LIBOR Rate do not
adequately cover the cost to Bank of making or maintaining the LIBOR Based Rate
Loans, then Bank shall give Borrower prompt notice thereof, and so long as such
condition remains in effect, Bank shall be under no obligation to make such
Loans and Borrower shall, on the last day(s) of the then current Interest
Period(s) for the outstanding Loans of the affected type, pay such Loans in
accordance with this Note.

         Change In Legality

         (a) Notwithstanding anything to the contrary contained elsewhere in
this Note, if any change after the date hereof in any law or regulation or in
the interpretation thereof by any governmental authority charged with the
administration thereof shall make it unlawful (based on the opinion of any
counsel, whether in-house, special or general, for the Bank) for the Bank to
make or maintain any LIBOR Based Rate Loan to give effect to its obligations as
contemplated hereby with respect to any LIBOR Based Rate Loan, then, by written
notice to the Undersigned by the Bank, the Bank may require that all outstanding
LIBOR Based Rate Loans made hereunder be converted to Prime Rate Loans,
whereupon all such LIBOR Based Rate Loans shall be automatically converted to
Prime Rate Loans as of the effective date of such notice as provided in
paragraph (b) below.

         (b) For purposes of this Section, a notice to the undersigned by the
Bank pursuant to paragraph (a) above shall be effective, if lawful and if any
LIBOR Based Rate Loans shall then be outstanding, on the last day of the then
current Interest Period; otherwise, such notice shall be effective on the date
of receipt by the undersigned.

         Survival. The undertakings of the Borrower under the LIBOR Based Rate
provisions of this Note (including without limitation, Increased Cost, Indemnity
Limitation on Types of Interest Rates and Changes in Legality) shall survive
repayment of the Loans.

         Authorizations. The undersigned hereby authorizes Chase to make Loans
and disburse the proceeds thereof to the account listed below and to make
repayments of such Loans by debiting such account upon oral, telephonic or
telecopied instructions made by any person purporting to be an officer or agent
of the undersigned who is empowered to make such requests and give such
instructions. The minimum amount of each LIBOR Based Rate Loan shall be
$500,000. The minimum amount of each Prime Rate Loan shall be $100,000. The
undersigned may amend these instructions, from time to time, effective upon
actual receipt of the amendment by Chase. Chase shall not be responsible for the
authority, or lack of authority, of any person giving such telephonic
instructions to Chase pursuant to these provisions. By executing this Note, the
undersigned agrees to be bound


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                                       5



to repay any Loan obtained hereunder as reflected on Chase's books and records
and made in accordance with these authorizations, regardless of the actual
receipt of the proceeds thereof.

         Records. The date, amount and maturity date of each Loan under this
Note and each payment of principal, Loan(s) to which such principal is applied
(which shall be at the discretion of Chase) and the outstanding principal
balance of Loans, shall be recorded by Chase on its books and prior to any
transfer of this Note (or, at the discretion of Chase at any other time)
endorsed by Chase on the schedule attached or any continuation of the schedule.
Any such endorsement shall be conclusive absent manifest error.

         Representations and Warranties. The undersigned represents and warrants
upon the execution and delivery of this Note and upon each Loan request
hereunder, that: (a) it is duly organized and validly existing under the laws of
the jurisdiction of its organization or incorporation and, if relevant under
such laws, in good standing; (b) it has the power to execute and deliver this
Note and to perform its obligations hereunder and has taken all necessary action
to authorize such execution, delivery and performance; (c) such execution,
delivery and performance do not violate or conflict with any law applicable to
it, any provision of its organizational documents, any order or judgment of any
court or other agency of government applicable to it or any of its assets or any
material contractual restriction binding on or materially affecting it or any of
its assets; (d) to the best of undersigned's knowledge, all governmental and
other consents that are required to have been obtained by it with respect to
this Note have been obtained and are in full force and effect and all conditions
of any such consents have been complied with; (e) its obligations under this
Note constitute its legal, valid and binding obligations, enforceable in
accordance with its terms except to the extent that such enforcement may be
limited by applicable bankruptcy, insolvency or other similar laws affecting
creditors' rights generally; (f) all financial statements and related
information furnished and to be furnished to Chase from time to time by the
undersigned are true and complete and fairly present the financial or other
information stated therein as at such dates or for the periods covered thereby;
(g) there are no actions, suits, proceedings or investigations pending or, to
the knowledge of the undersigned, threatened against or affecting the
undersigned before any court, governmental agency or arbitrator, which involve
forfeiture of any assets of the undersigned or which may materially adversely
affect the financial condition, operations, properties or business of the
undersigned or the ability of the undersigned to perform its obligation under
this Note; (h) there has been no material adverse change in the financial
condition of the undersigned since the last such financial statements or
information; and (i) any reprogramming required to permit the proper
functioning, in and following the year 2000, of (i) the Borrower's computer
systems, and (ii) equipment containing embedded microchips (including systems
and equipment supplied by others or with which Borrower's systems interface) and
the testing of all such systems and equipment, as so reprogrammed, was completed
by January 1, 1999. The cost to the Borrower of such reprogramming and testing
and of the reasonably foreseeable consequences of year 2000 to the Borrower
(including, without limitation, reprogramming errors and the failure of others'
systems or equipment) will not result in an Event of Default or a Material
Adverse Effect. Except for such of the reprogramming referred to in the
preceding sentence as may be necessary, the computer and management information
systems of the Borrower and its Subsidiaries are and, with ordinary course
upgrading and maintenance, will continue to be, sufficient to permit the
Borrower to conduct its business without Material Adverse Effect.

         Financial Statements. Borrower shall furnish to Chase:

         (a)   Within 90 days after and as at the close of each fiscal year, a
               consolidated (and consolidating) balance sheets of the
               undersigned's parent company, Healthworld Corporation and its
               consolidated Subsidiaries, and consolidated (and consolidating)
               statements of income, cash flows and changes in shareholders'
               equity of the undersigned's parent company, Healthworld
               Corporation and its consolidated Subsidiaries prepared in
               accordance with GAAP consistently applied, on an audit basis,
               prepared by an independent certified public accounting firm
               satisfactory to Chase, accompanied by a satisfactory report of
               such accountants which shall not contain any qualification of
               opinion or disclaimer.

         (b)   Within 30 days after the end of each fiscal quarter a
               consolidated (and consolidating) balance sheet(s) of the
               undersigned's parent company, Healthworld Corporation and its
               consolidated Subsidiaries as at the end of each such quarter and
               related consolidated (and consolidating)

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                                       6



               statements of income, cash flow and changes in shareholders'
               equity of the undersigned's parent company, Healthworld
               Corporation and its consolidated Subsidiaries for the fiscal
               quarter and from the beginning of such Fiscal Year to the end of
               such fiscal quarter, together with comparisons to the previous
               year, if appropriate, and to budget projections, prepared in
               conformity with GAAP consistently applied, and certified by an
               appropriate financial officer of undersigned.

         (c)   Such other books, records and reports as Chase may from time to
               time reasonably request, including an equipment listing;
               inventory listing, aging and locations; and accounts receivable
               aging; which information, together with the above financial
               reports, shall all be prepared in form and detail satisfactory to
               Chase.

         No Commitment. This Note does not create and shall not be deemed or
construed to create any contractual commitment to lend by Chase.

         Annual Clean Up. For a period of thirty (30) consecutive days during
the period from the date hereof through the Maturity Date, there shall be no
Loans outstanding hereunder.

         Security. As collateral security for the payment of this Note and of
any and all other obligations and liabilities of the undersigned to Chase, now
existing or hereafter arising, the undersigned grants to Chase a security
interest in and a lien upon and right of offset against all moneys, deposit
balances, securities or other property or interest therein of the undersigned
now or at any time hereafter held or received by or for or left in the
possession or control of Chase or any of its affiliates, including subsidiaries,
whether for safekeeping, custody, transmission, collection, pledge or for any
other or different purpose.

         Default. IF any of the following events of default shall occur with
respect to any of the undersigned (each an "Event of Default"):

         (a)   the undersigned shall fail to pay the principal of, or interest
               on, this Note, or any other amount payable under this Note, as
               and when due and payable;

         (b)   any representation or warranty made or deemed made by the
               undersigned in this Note or in any document granting security or
               support for (or otherwise executed in connection with) this Note
               or by any third party supporting or liable with respect to this
               Note (whether by guaranty, subordination, grant of security or
               any other credit support, a "Third Party") in any document
               evidencing the obligations of a Third Party (this Note and all of
               the foregoing documents and all agreements, instruments or other
               documents executed by the undersigned or a Third Party being the
               "Facility Documents") or which is contained in any certificate,
               document, opinion, financial or other statement furnished at any
               time under or in connection with any Facility Document, shall
               prove to have been incorrect in any material respect on or as of
               the date made or deemed made;

         (c)   the undersigned or any Third Party shall fail to perform or
               observe any term, covenant or agreement contained in any Facility
               Document on its part to be performed or observed, and such
               failure shall continue for 30 consecutive days;

         (d)   the undersigned or any Third Party shall fail to pay when due any
               indebtedness (including but not limited to indebtedness for
               borrowed money) or if any such indebtedness shall become due and
               payable, or shall be capable of becoming due and payable at the
               option of any holder thereof, by acceleration of its maturity, or
               if there shall be any default by the undersigned or any Third
               Party under any agreement relating to such indebtedness;

         (e)   the undersigned or any Third Party: (i) shall generally not, or
               be unable to, or shall admit in writing its inability to, pay its
               debts as such debts become due; (ii) shall make an assignment for
               the benefit of creditors; (iii) shall file a petition in
               bankruptcy or for any relief under any law of any jurisdiction
               relating to reorganization, arrangement, readjustment of debt,
               dissolution or liquidation; (iv) shall have any such petition
               filed against it and the same shall remain undismissed for a
               period of 30 days or shall consent or acquiesce thereto; or (v)
               shall have had a receiver, custodian or trustee appointed for all
               or a substantial part of its property;

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                                       7



         (f)   if the undersigned or any Third Party is an individual, such
               individual shall die or be declared incompetent;

         (g)   any Third Party Facility Document shall at any time and for any
               reason cease to be in full force and effect or shall be declared
               null and void, or its validity or enforceability shall be
               contested by the relevant Third Party or such Third Party shall
               deny it has any further liability or obligation under any
               Facility Document or shall fail to perform its obligations under
               any Facility Document;

         (h)   any security agreement or other agreement (whether by the
               undersigned or any Third Party) granting a security interest,
               lien, mortgage or other encumbrance securing obligations under
               any Facility Document shall at any time and for any reason cease
               to create a valid and perfected first priority security interest,
               lien, mortgage or other encumbrance in or on the property
               purported to be subject to such agreement or shall cease to be in
               full force and effect or shall be declared null and void, or the
               validity or enforceability of any such agreement shall be
               contested by any party to such agreement, or such party shall
               deny it has any further liability or obligation under such
               agreement or any such party shall fail to perform any of its
               obligations under such agreement;

         (i)   the undersigned shall make or permit to be made any material
               change in the character, management or direction of the
               undersigned's business or operations (including, but not limited
               to, a change in its executive management or in the ownership of
               its capital stock which effects a change in the control of any
               such business or operations), which is not satisfactory to Chase;

         (j)   the undersigned or any Third Party shall suffer a material
               adverse change in its business, financial condition, properties
               or prospects;

         (k)   any action, suit, proceeding or investigation against or
               affecting the undersigned or a Third Party before any court or
               governmental agency which involves forfeiture of any assets of
               the undersigned or a Third Party shall have been commenced; or

         (l)   one or more judgments, decrees or orders for the payment of money
               in excess of $50,000 in the aggregate shall be rendered against
               the undersigned and shall continue unsatisfied and in effect for
               a period of 30 consecutive days without being vacated,
               discharged, satisfied or stayed or bonded pending appeal.

THEN, in any such case, if Chase shall elect by notice to the undersigned, the
unpaid principal amount of this Note, together with accrued interest, shall
become forthwith due and payable; provided that in the case of an event of
default under (e) above, the unpaid principal amount of this Note, together with
accrued interest, shall immediately become due and payable without any notice or
other action by Chase.

         Certain Waivers. The undersigned waive(s) presentment, notice of
dishonor, protest and any other notice or formality with respect to this Note.

         Costs. The undersigned agree(s) to reimburse Chase on demand for all
costs, expenses and charges (including, without limitation, fees and charges of
external legal counsel for Chase and costs allocated by its internal legal
department) in connection with the preparation, interpretation, performance or
enforcement of this Note and the Facility Documents.

         Notices. All notices, requests, demands or other communications to or
upon the undersigned or Chase shall be in writing and shall be deemed to be
delivered upon receipt if delivered by hand or overnight courier or five days
after mailing to the address (a) of the undersigned as set forth next to the
undersigned's execution of this Note, (b) of Chase as first set forth above, or
(c) of the undersigned or Chase at such other address as the undersigned or
Chase shall specify to the other in writing.

         Assignment. This Note shall be binding upon the undersigned and its or
their successors and shall inure to the benefit of Chase and its successors and
assigns.

         Amendment and Waiver. This Note may be amended only by a writing signed
on behalf of each party and shall be effective only to the extent set forth in
that writing. No delay by Chase in exercising any power or right hereunder shall
operate as a waiver thereof or of any other power or right; nor shall any single
or partial exercise of any power or right preclude other or future exercise
thereof, or the exercise of any other power or right hereunder.

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                                       8



         Governing Law; Jurisdiction. This Note shall be governed by and
construed in accordance with the laws of the State of New York. The undersigned
consent(s) to the nonexclusive jurisdiction and venue of the state or federal
courts located in such state. In the event of a dispute hereunder, suit may be
brought against the undersigned in such courts or in any jurisdiction where the
undersigned or any of its assets may be located. Service of process by Chase in
connection with any dispute shall be binding on the undersigned if sent to the
undersigned by registered mail at the address(es) specified below or to such
further address(es) as the undersigned may specify to Chase in writing.

         Maximum Interest. Notwithstanding any other provision of this Note, the
undersigned shall not be required to pay any amount pursuant to this Note which
is in excess of the maximum amount permitted to be charged by national banks
under applicable law and any such excess interest paid shall be refunded to the
undersigned or applied to principal owing hereunder.

         Borrower Waivers. THE UNDERSIGNED HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE(S) (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY
RIGHT TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS NOTE
OR ANY FACILITY DOCUMENT, AND AGREES THAT ANY SUCH DISPUTE SHALL, AT CHASE'S
OPTION, BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

         IN ADDITION, THE UNDERSIGNED WAIVES THE RIGHT TO INTERPOSE ANY DEFENSE
BASED UPON ANY STATUTE OF LIMITATIONS OR ANY CLAIM OF DELAY BY CHASE AND ANY
SET-OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION.


                                       Chase Account No. to be charged for
                                       Disbursements and Payments: _____________


Address for notices:                   GIRGENTI, HUGHES, BUTLER & MCDOWELL, INC.


100 Avenue of the Americas             By:      /s/ Stuart Diamond
New York, N.Y. 10013                       ------------------------------
                                       Print Name   STUART DIAMOND
                                                  -----------------------
                                       Title:
                                             ----------------------------
Telecopier No.: ___________________