Exhibit 10.34
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                             DEMAND PROMISSORY NOTE

$10,000,000                                                     December 3, 1997

      For value received, the undersigned unconditionally promises to pay ON
DEMAND, regardless of any other provision of this Note (including the
determination of any Interest Periods), to the order of MELLON BANK, N.A., (the
"Bank") at its office located at 701 Market Street, Philadelphia, PA 19101-7899
or to such other address as the Bank may notify the undersigned, the sum of TEN
MILLION DOLLARS ($10,000,000) or such lesser unpaid principal amount of the
loans made to the undersigned by the Bank and outstanding under this Note.

      This Note includes any Addendum, Schedule or Rider attached hereto.

      Interest. The undersigned promise(s) to pay interest on the unpaid balance
of the principal amount of each such loan made hereunder from and including the
date of each such loan to but excluding the date such loan shall be paid in full
at the rates set forth in the Addendum annexed hereto.

      Payments. All payments under this Note shall be made in lawful money of
the United States of America and in immediately available funds at the Bank's
office specified above. The Bank may demand payment of this Note at any time in
whole or in part. The Bank 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 the Bank. The Bank 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 the Bank may
elect.

      Whenever any payment to be made hereunder (including principal and
interest) shall be stated to be due on a day on which the Bank'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 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.

      Authorization. The undersigned hereby authorizes the Bank 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 undersigned may amend these instructions, from time to time,
effective upon actual receipt of the amendment by the Bank. The Bank shall not
be responsible for the authority,
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or lack of authority, of any person giving such telephonic instructions to the
Bank pursuant to these provisions. By executing this Note, the undersigned
agrees to be bound to repay any loan obtained hereunder as reflected on the
Bank'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 interest period (if applicable) 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 the Bank) and the outstanding
principal balance of loans, shall be recorded by the Bank on its books and prior
to any transfer of this Note (or, at the discretion of the Bank at any other
time) endorsed by the Bank 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, validly existing and in good standing
under the laws of the jurisdiction of its incorporation; (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 the Bank
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; and (h) there has been no material adverse change in
the financial condition of the undersigned since the last such financial
statements or information.

      No Commitment. This Note does not create and shall not be deemed or
construed to create any contractual commitment to lend by the Bank. Any such
commitment in respect of this Note can only be made by and shall only be
effective to the extent set forth in a separate writing expressly designated for
that purpose and subscribed by a duly authorized officer of the Bank.

      Security. As collateral security for the payment of this Note and of any
and all other obligations and liabilities of the undersigned to the Bank, now
existing or hereafter arising, the undersigned grants to the Bank a security
interest in and a lien upon and right of offset against all


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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 the Bank or any of its affiliates, including
subsidiaries, whether for safekeeping, custody, transmission, collection, pledge
or for any other or different purpose.

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

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

      Notices. All notices, requests, demands or other communications to or upon
the undersigned or the Bank 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 the Bank as first set forth above,
or (c) of the undersigned or the Bank at such other address as the undersigned
or the Bank 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 the Bank 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 the Bank 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.

      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 the Bank
in connection with any dispute shall be binding on the undersigned if sent to
the undersigned by registered mail at the address specified below or to such
further address as the undersigned may specify to the Bank 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 the principal owing hereunder.

      Borrower Waivers. THE UNDERSIGNED HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY


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APPLICABLE LAW) ANY RIGHT TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR
RELATING TO THIS NOTE, AND AGREES THAT ANY SUCH DISPUTE SHALL, AT THE BANK'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 THE BANK AND ANY
SET-OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION.

Address for notices:               STANDARD FUNDING CORP.

335 Crossways Park Drive           By: /s/ Alan J. Karp
Woodbury, NY 11797                     ----------------------

Telecopier No. (516) 364-0205      Print Name: Alan J. Karp
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                                   Title: President
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